A Second Chance at Love
by TypicalTypo19
Summary: Sometimes, an impossible dream becomes your reality. Will/Karen romance.
1. Valentine's Day

CHAPTER 1

"Thanks, honey. Why'd you come back?" Karen quietly asked him as they swayed gently to the music.

"Who else are you gonna count on?" Will answered as he squeezed her closer for just an instant before twirling her out of his embrace. His answer caught Karen off guard; she had expected some reluctant sentiment about how his conscience couldn't let him leave her alone and embarrassed, and instead she had gotten a simple, heartfelt response that only embodied the sentiment of his real compassion for her. Just when she thought she had blown it again, when she had let her pride and resistance to any display of weakness get the better of her and her situation, he had come back and saved her. He didn't have to – he didn't even want to; earlier that day he had stormed out of their suite at the country club after finding out that Karen had been telling people he was some kind of male prostitute. Yes, he was furious, but she was desperate and against all odds, he had come back.

Now the spotlight was on the two of them, tenderly and gracefully moving across the dance floor. There was no trace of the afternoon's argument as Will twirled and dipped Karen in time with the music ; flaunting their coupling to all of the bemused country club members who had doubted that Karen would have a partner for the evening.

"Do they really think I'm a gigolo?" Will asked Karen as he pulled her closer once more.

"Yeah," she replied, the slightest trace of amusement in her voice. Will smiled as he leaned his face closer to her chestnut hair and whispered in her ear, "Then let's give them something to talk about." Karen gasped, almost unnoticeably, as his warm breath tickled her ear. It had been months since a man had touched her and treated her this way, with Stan being in prison, and she couldn't deny to herself how good it made her feel.

Before she could get a hold on herself, she felt Will's hands on her back, igniting the momentum in her elegant turns that would land her right in his arms once again as he kissed her deeply. Will was just as shocked by his boldness as Karen was. Sure, they had kissed before, but only as a greeting or parting and in a completely platonic way. But this kiss was real and more intense than Will had planned on. Will knew he cared deeply about Karen, but as an out and proud gay man, had always just attributed it to their ever-growing bond as friends. But this kiss completely changed things. When their lips touched, there was an undeniable spark. For that brief instant, they both completely relaxed and allowed themselves to feel at peace with each other. It was natural, comfortable…right.

Karen felt this too. It happened so fast that she didn't have any time to think about what was happening as she felt him lean into her. It was such a good kiss…but after a second she came to her senses and broke away, even though she didn't want to. She tried to make the moment light-hearted instead of awkward with some quip about now knowing why Grace married Will. She knew this statement didn't really make sense, but she was so anxious to break the weight of what had just happened that she said the first thing she could think of. Will must have sensed her efforts and good naturedly chuckled at her words.

The rest of the evening was a blur. The pair continued dancing, taking a break every once in awhile for a drink and some laughs. For awhile, they just sat at a side table watching the other couples dance as their comfortable conversation flowed. At one point, Beverly Leslie brushed past their table, glanced at Will and loudly whispered to Karen, "he may be a gigolo but you two make a lovely couple," before continuing on to the bar. Karen blushed and sheepishly locked eyes with Will, who just smiled and tried to laugh the awkward comment off. But they both knew that they were going to have to discuss, at some point, the electricity they knew they had both felt earlier that night.


	2. Fireside Chat

CHAPTER 2

"So, how are you holding up? Really? You have been so brave with this whole ordeal, but this has got to be hard on you, right?" Will asked. He pulled his left hand out from under the purple throw blanket covering him and Karen and grabbed her right hand. It was cold and tiny, and she responded to his warm touch immediately as her thumb began making tiny circles around his knuckle. They had been sitting like that for over an hour, discussing their favorite things and recalling fond memories of their best friends, Grace and Jack. Will's serious question disrupted the light-hearted mood, and Karen hesitated before answering.

"What? What are you talking about? I'm fine." She punctuated the last two words by ceasing the motion of her hand and focusing her gaze on the fireplace in front of them. Her face betrayed her words though, as her frown lines became suddenly deep and her bottom lip quivered ever so slightly. Will sighed and pulled her closer to him on the couch. They sat like that, with his arms circled around her slight shoulders and her legs drawn up towards her chest, for what seemed like an eternity before she spoke again.

"Sometimes I wonder if being alone is supposed to be this hard…I'm trying not to give up hope but…God, Will. It is such a damn struggle waking up every morning to an empty bed. And of course, I worry about him. All the time." Although Karen was completely calm as she spoke the words to Will, he could tell that she meant every word.

"Wow. You really do love him." Will made sure that he made the sentiment a statement and not a question, but Karen answered it anyway.

"Will, when I say I love Stanley, I mean it," she replied, still not meeting Will's gaze. He wasn't quite sure why, but when she said this, Will couldn't help but feel disappointed. This caught him off guard, and for a second he was lost in his own thoughts. Was he…could he actually be…jealous? Of Stan? Of the fact that Karen had just confirmed her love for another man? His arms around her loosened and he shifted on the couch, preparing to stand up and leave Karen sitting on the couch alone. But before he could, he felt Karen's tiny hand encircle his wrist. He looked down at his wrist and at her hand around it. Her wedding ring looked heavy and awkward on her slim and delicate finger. As if she sensed what he was feeling, Karen took her other hand and cupped it under Will's chin, tilting his face up to meet her gaze.

"But I don't think I have ever _romantically_ loved Stan. I have a bond with him that's like a brother, but I have never been able to picture spending the rest of my life with him. I've never been able to look him in the eye when I say 'I love you.'" She put special emphasis on those last three words, and for a fleeting moment, it was almost as though she were saying them to Will. He didn't break their eye contact as he slowly nodded. She gave him a half smile and released her hold on him before standing up off the couch to stretch and yawn. Will couldn't believe she was being so open with him about this. He doubted she had ever shared that information with anyone else, even Jack and Grace. He pondered why she would open up to him and not them as he took in the sight of her in the firelight in front of him. Her features looked so soft, almost angelic as she sat down on the floor in front of the fireplace and curled her legs to one side. Without really even knowing why, Will slid off the couch and down onto the floor next to her. She looked slightly surprised to see him there, and they exchanged shy smiles as she began to slowly rub his back.

"Do you know how long it's been since I had sex?" Karen asked rhetorically, mostly just to break the silence. She sighed and Will laughed, but didn't venture further into the subject. Karen loved the feel of his muscular back under her palm. She was beginning to realize, slightly reluctantly, that she loved everything about Will's body. She noticed him staring intently into the fire, and took the opportunity to let her eyes roam. The sleeves of his black t-shirt hugged his perfectly formed biceps and in the dim light, she could just make out the chiseled shape of his pecs, even though he was slightly hunched forward to allow her full access to his back. Just as her eyes were beginning to travel south, to where his legs were folded Indian-style, Will twisted his upper body and grabbed her hand that had been caressing his back. She was slightly startled by this, but remained perfectly still as he raised her hand to his mouth and began to gingerly kiss each of her finger tips.

"W-Will, I didn't mean for you to take what I said as an…you don't have to…" Karen stumbled through the words, losing herself to the sensual moment, but also not wanting him to think she had asserted that her sex life was lacking just so that she could get some from him. But before she could get her complete thought out, he was wrapping an arm around her neck and pulling her face close to his.

"I know. But I want to," he answered quietly, before placing the most tender of kisses on her soft lips. Will had no idea what the hell he was doing, but he knew he didn't to stop, especially when she responded by enthusiastically reciprocating his kiss and deepening it even further.


	3. Thoughts

CHAPTER 3

Two hours later, as the fire began to die, Karen and Will finally managed to pull themselves off of each other. It was nearing 3 a.m. and they knew they had to get up relatively early that morning to head back to Manhattan. It was Karen who made the move to end their marathon make out session by standing up, pecking Will on the forehead and whispering "good night."

He watched the silhouette of her body under her silk bathrobe as she passed beneath the doorframe of the bedroom and shot him one last seductive look. He didn't move from his spot until he heard the click of her door closing. Only then did he stand up and begin to prepare the fold out bed he had been sleeping on the past two nights in the living room of their suite. He did so absentmindedly; he couldn't stop thinking about Karen. Feelings were stirring in him that he hadn't felt since Michael, his seven year relationship that had ended four years ago. His mind wandered back and forth between the words they had shared that evening and the feel of her body against his. One thing was perfectly clear to him: she was sheer perfection. Her kiss was gentle yet firm, and she seemed to be in perfect unison with him in the way she tilted her head or opened her mouth. Her skin was soft and her hair smelled sweet and clean. Will had even ventured under her nightgown to massage her hips and breasts – something he was not altogether comfortable doing, considering he hadn't had much practice with the female anatomy. But she made him feel like what he was doing was right, and there was an unspoken trust between the two of them as they touched and kissed and whispered.

Meanwhile, Karen lay awake in the king-sized bed on the other side of the door. Her mind was also racing, not only about the fantastic physical sensations the evening had unexpectedly yielded, but also about what this could possibly mean. She had felt lustful feelings with men before, but what she shared with Will had another layer to it that she couldn't quite put her finger on. She knew that she had always felt differently for Will than she had for her other male friends like Jack, but upon learning he was gay all those years ago, she had repressed those feelings and now subconsciously didn't even let her mind wander to that place where they might exist as a couple. Did he feel the same way? Was it possible that he wasn't as completely homosexual as he had thought? He must've felt something or else he wouldn't have laid there with her all night. And he certainly would never have touched her breasts if he hadn't _actually _wanted to. But what horrible timing! Even though Stan was in prison, she was still married to him and on some level wanted to remain true to her wedding vows. It didn't make it any easier that on Thanksgiving Stan had told her that she was "allowed" to have an affair while he was in prison. It was awfully tempting, and since Will was one of the first people she had told about Stan's allowance, she couldn't very well use her marriage as an excuse to not pursue something with him. But God, she did want to pursue Will. All of her repressed feelings for him were beginning to resurface, and it was so hard for her to think of anything but his strong arms around her waist and his bare stomach against hers.

Just then, as she was reliving the moments of the evening, Karen heard the bedroom door creak open and saw the sliver of light that was coming through the door from the other room grow larger. Her heart leapt and she smiled to herself as she felt Will pull up the covers of the bed and slide in next to her. She was lying on her side and didn't turn to face him, but scooted her back closer to him as he draped his arm around her waist and nuzzled his face into her hair. Neither of them spoke a word, and both were able to finally rest easy and fall asleep in their sweet embrace.


	4. The Dream

CHAPTER 4

Grace used to laugh at Will when he would share with her his crazy dreams from the night over breakfast at their kitchen table each morning. It was true that he had some of the craziest dreams of anyone he knew, and for some reason, he always remembered them when he woke up. His dreams that Valentine's Day night were no different, but there was one in particular that he remembered vividly the next morning.

He had been dreaming of the day's events; the argument with Karen, Beverly Leslie taunting her as she sat alone at the bar, their dance together. He saw the fire in the fireplace of their Shelter Island suite, Karen in her robe and his own hands roaming all over her body. Then suddenly, the scene shifted and he was outside. He was in Central Park, the sun was shining and Karen was sitting next to him on a park bench. She was leafing through a magazine, blithely unaware of his presence. It was one of those dreams where he wasn't really a part of the action, but merely an observer of it. Suddenly Karen's head snapped up and he followed her gaze to realize that they were sitting in front of a playground. What were they doing there? He looked back to Karen, who was now smiling and sitting on the edge of the bench, leaning forward with her arms extended as if waiting to embrace someone. Will watched in amazement as a little boy came running up and jumped into Karen's arms. The boy was probably three or four years old and was obviously quite pleased to see Karen. In his dream state, Will nonchalantly recognized that this boy must be Karen's son. As he watched her plant kisses all over the little boys face, time seemed to slow down. The boy's attention turned away from Karen as he turned his head and smiled at Will, and Will's heart melted as he realized the darling little boy looked all too familiar. He had Karen's hazel eyes and wavy hair, but the rest of his features were undeniably Will's. This was his son. Will's gaze turned back to Karen, and he noticed for the first time, as his eyes moved down her body, that she was heavily pregnant. A peaceful realization dawned on Will that this was his family. His heart was warmed as he watched the little boy rest his head on Karen's belly and giggle as she rubbed his back, just as she had been rubbing Will's earlier that night.

Will woke from this dream with a start, and realized that there were tears running down his face. He sighed heavily with contentment as he wiped them away. He smiled as he felt Karen stir in his arms and he placed one last kiss on her forehead before sleep overtook him once again.


	5. One Year Later

CHAPTER 5

Exactly one year from that fateful night, Karen awoke to the sound of the bedside alarm buzzing in her ear. She and Will had been sneaking around all year; a midnight visit here, a secret lunch there. It was the morning after Valentine's Day yet again, and while this time last year the pair was waking up to a new era, this morning was much different. Today was the day that Stan would be released from prison and she would go back to being Mrs. Stanley Walker. Stan was moving back into the manse, of course, and Karen had decided that it was time for Will to move out of her heart. They had spent a fabulous year together, and he had been a rock for her while Stan was in prison, but he was out now, and Karen was ready for her life to go back to how it had been. Will knew that Stan was being released today, but he and Karen had not yet discussed their future together. Karen was sick at the thought of what she had to do this morning, but knew she had to do it. Last night had been an amazing whirl of romance and love-making, but today was a new day. She rolled onto her other side and placed a tender kiss on Will's shoulder. She sighed and gently removed his arm from her waist as she slid out of bed and headed for the shower.

Will slowly opened his eyes as he heard the hair dryer hum to life in the bathroom. Karen. God, he loved her name. He loved that he could think it and have it be associated with the woman that belonged to him. He loved her. It hadn't said it yet, but he knew he did. He smirked to himself thinking of their escapades on the bear rug on the first night they had surrendered to each other. It was exactly one year ago today that he woke up with her in his arms for the first time, and since then their relationship had progressed steadily. Will sighed as he remembered the first night he had made love to Karen…

_It was a month or so after their Valentine's weekend together, Karen had been over at Will's apartment going over some legal papers. They had ultimately ended up on Will's bed, both a little nervous but unable to stop the momentum of their passion. _

_He had positioned himself on top of her and kissed her deeply. Their lips broke apart for a moment, and they were lost in each other's eyes as a flood of emotions and sensations passed between them. Will searched Karen's face for her consent, and he found it when she smiled and nodded slightly. She silently agreed with him that it was time and he smiled back before capturing her mouth in their most passionate kiss yet. _

_Never breaking their kiss, Karen reached down and undid the buckle of Will's belt. He sat up and pulled her with him as she tossed the leather belt aside. His hands hungrily roamed up and down under her shirt, and on his last pass continued upwards toward her face, pulling her shirt off over her head. Karen voraciously tore Will's shirt from his back as he undid his pants and pulled them off. Next, he went for her bra. He quickly unhooked it as she squirmed out of her skirt. They laid like that, feeling the heat of their naked torsos rubbing together for a few minutes before Karen broke the silence. _

_"Ok," she panted. Will took his cue and, after hooking his thumbs under her thong and pulling it off, removed his own boxers._

_Will breathed heavily into her hair as he pushed himself inside of her. She closed her eyes and leaned her head back as he did so. Never before in her life had he had a sexual experience like this. Never had he felt so right inside someone. Like puzzle pieces, he had thought, made to be together. _

_Will moaned in pleasure as he slowly started thrusting. Sweat was beginning to form on Karen's forehead, and he was enjoying every minute of her obvious pleasure. He let his mouth wander, placing hungry kisses on her jaw, her throat, her collar bone, and her breasts. Karen had her one hand entwined in Will's hair and the other on his lower back, drawing him in closer to her. As Will started moving in and out of her more rapidly, she wrapped her legs around him and gently squeezed, bringing about a sensation that made both of them gasp. _

_By now Will had abandoned his gentle kisses and was concentrating on the movement of his pelvis as he balanced on his forearms, his face hovering above Karen's own. He pounded into her harder and harder as her hips mirrored his movements. It didn't take long before he noticed her eyes grow wide and her mouth form into a perfect little "o" shape and he felt her muscles tense under him. _

_"Not yet, Kare," he commanded, slowing his thrusts ever so slightly. _

_"God Will, please! I need to come now," she pleaded with him, clawing at his sweaty bare back. He wanted to let her have it, but he wanted more to come with her. Just then, he felt the pressure building inside him and he knew they had gotten there. He amped up the pace of their hips, encouraged by the sexy way Karen was moaning and grimacing._

_"Oh my….Will!" Karen nearly shouted as her climax overtook her. Will buried his face in her sweaty hair, muffling his own cry of satisfaction as he clenched his muscles in a desperate attempt to draw out their orgasm. _

_After their waves of pleasure subsided, Will collapsed next to Karen. They were both breathing hard as she took his hand and laced her fingers into his. _

_"Oh my God, that was incredible," he panted, raising their hands and placing a tender kiss on the back of hers. She smiled_.

…And then he remembered the dream. Will hadn't thought about that dream for months now, and he was shocked by what his mind had conjured up during his sleep. He couldn't believe what he had dreamt about Karen –it wasn't even a sex dream, it was a family dream - a dream in which she was the mother of his children. He felt a growing warmth within him as he repeated this sentence to himself; _the mother of my children._ Yes, this was an appealing thought to Will. He had always wanted children, and had always thought that his only option for having a child of his own would be adoption. But this new idea was attractive to him. And the idea of making a child with Karen excited him also, surprisingly. Of course he was getting ahead of himself, but some instinct was telling him that she would make an amazing mother, despite the exterior she tried to present to the world that might lead one to think otherwise. As he thought about this, he felt an overwhelming surge of affection for Karen and leapt out of the bed to greet her in the bathroom.


	6. All Good Things Come to an End

CHAPTER 6

Karen opened the bathroom door immediately after Will knocked.

"What do you want, honey?" she asked, vaguely annoyed. She left him at the open door and moved back in front of the mirror to put in her earrings. Will moved behind her and ran his hands up and down her hips and waist.

"You," he answered, locking eyes with her in the mirror. Her skin tingled where he was touching her, and she hesitated a moment before spinning around to face him. She grabbed his hands, stopping their motion, and placed them back at his sides. This was going to be harder than she thought.

"Will, we've had a lot of fun together, but we really can't do this anymore," she cleared her throat and tried to sound more convincing as she finished her thought. "I'm married…and you're supposed to be gay!" she barked. "I've let this go on too long," she said it quietly, but firmly. She didn't give him time to respond before pushing past him to move back into the bedroom. Will stood in disbelief for a moment before turning sharply to follow her. Was she really doing this? Could she really pretend that they didn't have anything? That this past year had just been a fling? He stormed back into the bedroom, preparing to confront her about this sudden change of tone, but stopped dead in his tracks when he saw the look she was giving him. Her face didn't look stern and harsh as it had just seconds before. It was soft, saddened, and her eyes pleaded with him to let it go. "It was a dream, Will," she whispered, averting her eyes from the frustration in his.

"Oh you cannot be serious!" he chided her, but was beginning to realize just how serious she really was. "What the hell is going on here? Did the past _year_ mean nothing to you?" he demanded. She sighed and was about to answer him when he noticed that she had put her wedding ring back on. She hadn't been wearing it for the last six months, and it suddenly clicked with him what was going on. "Oh I see," he began, calmly, but still in obvious pain. "So now because Stan's moving back in, you don't need me anymore. You don't _want_ me anymore," he finished, sitting on the edge of the bed and taking his head in his hands.

_No! That isn't it at all!_ Karen wanted to yell at him. She wanted to go to him and wrap her arms around him and bury him in kisses. But she knew she couldn't do that. In a way, Will's presumption had made this easier, since now she didn't have to try and make excuses to him. She could just let him think he was right and let them both move on without having to have a big, complicated, drawn out discussion about it. So she just stood there, staring at her hands, hoping he would take her silence as a confirmation of what he had said.

He did. He knew he was right, but didn't want to believe it. One minute he's imagining a future and a family with Karen, and the next she's reminding him that that is an impossible dream. He glanced up at her somber face one last time before taking his leave from the room. There were just too many things keeping them apart, and she wasn't willing to fight for them. Was he crazy for thinking it might have worked?

In the other room, Karen was bitterly throwing her clothes back into her suitcase. She had seen the hurt on Will's face when she had sharply put an end to their fun, and it hurt her to see the confusion and pain of rejection in his eyes. Her heart felt heavy as she placed her hand over the light switch on the bedroom wall. She took one last long look at the bed they had shared, its sheets rumpled and their imprints still barely visible in the mattress, before turning off the light and heading out the door.


	7. Back to Reality

CHAPTER 7

"How was your Valentine's day, honey?" Karen cheerfully asked Grace as she took her place at the small assistant's desk in the Grace Adler Designs studio. The weekend had passed without a word exchanged between her and Will, and she was glad to be back at work with Grace. There was also a good chance that Will would show up to take Grace to lunch, and although they had shared an awkwardly silent ride back to the city after their time together, Karen was aching to see him.

"Oh, fine. Pretty lacking, actually, but Jack and I had fun," Grace answered.

"Ah, fun. Another romantic weekend with a big 'mo," Karen trilled as she smiled at Grace. Little did Grace know, Karen could've easily been talking seriously about herself.

"Yeah well, what else is new? How was your weekend with Will?" Grace asked.

"Oh, you know…boring. Not even a room full of rich people in natural fibers could bring Wilma out of his 'bitter-at-the-world-gay-man' routine."

Grace chuckled, but her tone quickly turned serious. "Did anything happen between you two?" she asked. Karen instantly became paranoid; what had Will told her?

"What do you mean, honey?" she asked innocently.

"Well, it's just that Will seemed kind of upset when he got back and didn't want to talk much about the party at the country club or if you two had a good time. I didn't know if there had been some kind of argument," Grace explained. It was an easy conclusion to jump to; Karen and Will were always at each other's throats. Up until this past year, this had just been a coping mechanism for Karen – a way to deal with the man who she thought would never be hers. For the past year, it had been a way for her and Will to hide their new affair.

Karen panicked. What was she supposed to tell Grace? That Will was pissed because she had just broken his heart, after they had been sleeping together for the past year? No, she couldn't tell Grace about this, not now. Instead, she thought of last year's Valentine's weekend and the incident that had so upset Will. It wasn't a lie, and it _had_ royally pissed Will off, so Karen figured it was as good an excuse as any.

"Is he still mad about that? Ok so I might have kind of maybe told Beverly Leslie that Will was with me as….my whore. So of course Beverly told everyone Will was my gigolo, and once Will found about it he threw a sissy fit. That's all, honey," Karen told her, feigning annoyance and immediately turning her attention back to filing her nails. Grace just smiled and shrugged. Apparently Karen had done a good job of making the story sound not very interesting, and it was a relief to Karen that she wouldn't have to talk about it anymore.

Just then, Karen heard the door behind her open and out of the corner of her eye saw Will stride past her to Grace's table. Just being in the same room with him again made her heart pound and for a second she lost control of herself.

"Hi Will!" she greeted him, a little too enthusiastically. She smiled at him brightly, but he simply threw a head nod in her direction and started into conversation with Grace. _Shit, _Karen thought, _what did I expect from him? He has every right to be mad at me._ She sighed quietly and went back to shaping her nail tips.

Will couldn't believe Karen. He had sacrificed so much for her, for _them,_ and now she wanted to pretend nothing had happened after she dumped him? He wasn't about to let her get to him and mess with his head – not to mention heart – like that. She had wanted to act as if nothing had happened, so he was going to. He was going to put that amazing year behind him and try to move on.

"So Grace, where do you want to go today for lunch?" he asked, loosening his necktie a little.

"Oh sweetie, I'm sorry I forgot to tell you that I can't do lunch today – I actually have a lunch meeting with a potential client. Tomorrow though, I promise. It'll be on me!" she told him hurriedly as she grabbed her purse to head out the door.

"No it won't," Will semi-seriously joked.

"You're right, it won't," Grace called from the doorway.

Now Grace was gone and it was just Karen and Will in the big studio space. Upon realizing this, Karen looked up slowly from her magazine to see Will looking back at her. When her eyes met his, he looked away quickly. Not knowing what else to do, he grabbed his briefcase and turned to leave.

"See ya," he mumbled as he reached for the door.

"Will, wait," Karen commanded, rising from her chair. He sighed and turned around to face her.

"What, Karen? What do you want? I wasn't planning on telling anyone about any of this, if that's what you're concerned about. Why would I want to anyway? A year-long, secret affair with Satan's mistress isn't exactly something I'd want to brag about," His voice was a painful mix of sarcasm, bitterness and sadness. Karen didn't know how to respond at first, and looked down at her hands. She had been planning to open up to him, to tell him that she hadn't meant what she said the morning they left Shelter Island, that the past year was the best of her life and that she truly did have feelings for him – that she always had. She wasn't exactly sure what she would accomplish by telling him this, but seeing him again made her feel like she had to tell him how she felt; like it would be terribly wrong for him to not know. While they were together, they had never been very open about how they were feeling; they both felt like they might ruin something by making it real. Now that it was more or less over, Karen was regretting never expressing to Will how much she really cared for him. But his angry outburst made her doubt herself and how good of an idea spilling her guts to him would be.

"No, honey. I was just going to say…have a good afternoon," she lied awkwardly. She finally got the courage to make eye contact with him again, and she gave him a shy smile. When she did, all of Will's anger melted away. He could see her anxiety and it was obvious that this was not what she had been planning to say to him. Although she had broken his heart, he couldn't stay mad at Karen, so he decided to lighten up and see what she really had to say. He set his briefcase back down and walked over to Karen's desk.

"I'm sorry, Karen. I shouldn't have said that. Was there…something else you wanted to say?" Will's tone was softer, but still made it clear that he had his guard up.

Karen relaxed a little but was still hesitant. Apparently she was more transparent than she thought. She looked up at him, his eyes inquisitive, as if trying to read her mind. She made note of how handsome he looked in his suit, briefcase in hand, prepared to head back to his office and meet with some client. Maybe Stan, even. _Stan._ As she thought his name, she was snapped back to reality. Although Stan's first weekend back at the manse had been less than enjoyable, his presence in their home had affirmed her desire for fidelity.

"Karen?" Will prompted, bringing her out of her thoughts.

"I…um…I just wanted you to know that…" she began, trying to form the thoughts in her head. She actually didn't really know what she was going to come out of her mouth until she said it. He cocked his head and leaned closer to her, waiting for her words. She sighed.

"That I still want us to be friends. And I hope that, eventually, things can be normal between us again. You know, like they used to be," she finished. She smiled a little, despite the tears welling up behind her eyes.

Will's posture relaxed and there was a trace of disappointment on his face as he responded with a curt "sure" and turned to head out the door. As soon as she heard the door click, Karen plopped down on her chair and buried her face in her hands as the tears began to fall.


	8. A Barney's Confession

CHAPTER 8

For three uncomfortable months, Will and Karen avoided each other like the plague. Since they had mutual best friends, this was hard to do, but they tried as hard as they could even still. Although that day in Grace's office they had agreed to try and remain friends, they both were finding it increasingly difficult to do so. Will was trying to let go of Karen, but his stomach still knotted up whenever he saw her. Karen was trying to move on with her life with Stan and work on her marriage to him, but couldn't help thinking of Will whenever Stan touched her.

The two had stopped spending time alone with each other completely, and now only saw each other when Will would visit Grace at her office or Jack would excitedly plan a group dinner. For as dense and self-absorbed as Jack seemed, he was rather intuitive, and definitely noticed the slightest degree of weirdness between his two best friends.

"So Kare, how come you and Will never spend any time together anymore?" Jack asked Karen as they pawed through the racks of Barneys one Saturday afternoon. The question took Karen aback and she tried to act as though the question hadn't pierced her heart when she answered him.

"Oh, I don't know, Poodle. You know Will and I never really clicked," she replied, not making eye contact with him.

Jack frowned. "Well, that's not true, Kare. You guys used to spend a lot of time together. I thought you had put your differences aside and were actually starting to become friends."

"Will and I? _Friends?_ Huh?_" _Karen tried to laugh off the suggestion. Jack was serious, though, and pried her hands off the hangers she was pushing through and turned her to face him.

"Karebear, you don't have to lie to me you know," he prompted.

"What are you talking about? I'm not lying to you! And since when do you care about my relationship with other queens anyway?" she scoffed.

"Karen! Just tell me what's going on! I know you and Will used to be friends, and it seems like you've been avoiding him these past few months. And I can tell you're not happy," Jack stated.

"Oh, well aren't you Mr. Sensitive," Karen mocked, turning back to the clothes. "Besides, there are _other_ things going in my life besides the happenings of the Fag Four, Jackie!"

"I know Kare, I know. I'm sorry. But you know you can tell me anything, right?" Jack softened. Karen smiled and ruffled her hand through his hair.

"Yeah, I know, Poodle," she answered. "As a matter of fact, there is something that I wanted to tell you – do you like this blouse?" she asked as she pulled out a ruffled, raspberry number from the rack in front of her.

"For you or me? " Jack asked, fingering the silk of the fabric. Karen rolled her eyes and handed the shirt to him as she looked for a matching skirt. "What did you want to tell me?" he asked.

"Well, honey, you know things with Stan haven't been going great since he moved back into the manse. During that year apart we both changed. Kind of…grew apart, I guess," she began. Jack nodded, not knowing where this revelation was heading. Karen sighed turned her full attention to him.

"Stan's having an affair."


	9. The Truth Comes Out

CHAPTER 9

"Alright Will, I've had enough of you being Miss Bitch, what's going on with you?" Grace asked as she popped the remaining half of Will's chocolate chip muffin into her mouth.

"What – hey!" Will threw up his hands as he watched Grace devour his muffin.

"Sowwy," she replied, her mouth filled with muffin. She swallowed. "But really, you've been such a Debbie Downer these past few months, and I can't figure it out. I mean, I know me moving in with Leo has been hard, but I thought you'd be over it by now," she finished.

Will hesitated. He knew he hadn't been himself ever since Karen ended their affair. Usually when a relationship he was in ended, it didn't take Will very long to close the door on it and move on with his life. He was having a much harder time compartmentalizing Karen, though. He had dreams about her almost every night and was beginning to hate the bittersweet pangs he felt when he saw her in Grace's office or in the hall outside of his apartment.

So far, he had done a fantastic job of hiding all of this from Grace. He and Karen had gone a whole year sneaking around behind Grace and Jack's backs, but for some reason now that it was over between them Will was having a hard time putting on a façade for Grace. As he thought about her question, his walls unexpectedly came down.

"Gracie, there's something I need to tell you," he began.

She knew that voice; it was his serious voice. Grace felt the familiar wave of anxiety wash over her as she braced herself for Will's confession. She put down her coffee cup and locked her eyes with his, signaling to him that he had her undivided attention.

"I um…the reason I've been kind of out of it lately is…is that…a few months ago I was dumped," he revealed to her.

"Oh my God, Will, I had no idea. Why didn't you tell me?" Grace felt for her friend, but was also relieved that he hadn't dropped another bombshell on her, as he had when he told her he was gay and then again when she found out he had slept with another woman after failing to do so with her. She reached for his hand as he began to speak.

"Well, I don't know. It was kind of an unexpected thing, and I just wanted to see where it was going before I told you. I'm sorry," he was finally being open and honest with Grace, and it felt good.

"Wow. Well, it's OK, Will. But if you're this upset it must have been kind of serious…I mean, I understand not telling me at first, but why are you just now letting me in on this?" Grace asked. Will paused.

"I guess because, well, it would have changed a lot of things," Will replied, downplaying just how _much_ things would have changed. "And I guess because also, I was a little ashamed," he told her.

"Ashamed? Who could you have possibly been dating that you would have thought I would judge you for?" Grace questioned. She then gasped dramatically as her eyes grew wide. "It was Jack, wasn't it?! I knew there was tension between the four of us! I couldn't put my finger on it, but now I know why!" Grace was talking loudly now and gesturing wildly.

"No, Grace – shh! No, it wasn't Jack!" Will hissed as he tried to calm her down, as the other customers in the coffee shop had started to take notice of their conversation.

"Close, though…" he said, breaking his eye contact with her. This last remark didn't register with Grace, and she just looked at him questioningly. Will looked back up at her and sighed.

"It was Karen."


	10. B Story

CHAPTER 10

"What are you talking about?!" they asked in unison. Grace and Jack both opened their mouths to repeat their big news, but this time Grace threw her hand over Jack's mouth so she could speak without being interrupted.

"Karen and Will were….together," she said slowly and deliberately. She removed her hand from Jack's mouth, which was now hanging open in disbelief.

"Wait, what?" he asked incredulously. Grace nodded.

"I know, I know. It's crazy! Will told me this afternoon when we were getting coffee. They broke up a few months ago, and before that they had been seeing each other," she explained.

"Wow. I – how- why –what…" Jack stammered. Grace just nodded in agreement, frowning. "For how long?"

"I guess about a year. I haven't gotten all of the details from Will yet, but apparently something happened last year on Valentine's Day when he went out to Shelter Island with her…and they had been having an affair ever since," Grace told him.

"Did they…you know?" Jack asked, cautiously. Grace bit her lip and screwed up her face.

"I think so," she answered.

"EW!" Jack shouted as he shook out his hands, trying to shake the disgust he was feeling.

"I know," Grace agreed.

"But – this doesn't make any sense! Will is _gay,_" Jack exclaimed. "He couldn't even sleep with you and you're his wife!"

"I know Jack, but you know, I think he really loved her," Grace admitted, and Jack noticed the hint of pain in her voice. "You know, maybe he's bisexual…you know sometimes people fall for people that they never imagined, because they fall in love with their soul, not their gender. You know what I mean?" Grace tried to rationalize to Jack, whose eyes were now glazed over.

"I guess…still, it just seems so…unnatural," Jack declared. After a moment of trying to picture Karen and Will in bed together, Jack cringed and turned his attention to another burning question. "So…how are you handling this, Grace? You were pretty upset when you found out about Diane," Jack asked, referencing the woman Will had slept with after he and Grace broke up in college.

"Well, I mean, I was pretty confused at first. Hurt, even," Grace told Jack. "I think this whole thing has come at a good time, now that I have Leo. Knowing I have him makes it easier to not feel resentful towards Karen for being the one Will chose…but it's still just weird. And I feel so bad for Will, Karen really crushed him," she explained. Jack just nodded as he listened intently. "So what is it that you were going to tell me?" Grace asked him.

"Oh – right! Karen walked in on Stan having sex with another woman!" Jack excitedly told Grace.

"Oh wow…who was it?" Grace asked.

"Some tramp that worked in the cafeteria of the prison Stan was in last year. Apparently he'd been cheating on Karen with her for quite awhile," Jack explained.

"So what's Karen going to do?" Grace asked.

"She's leaving him!" Jack reported, obviously delighted to finally be sharing this gossip. Grace was quiet for a minute, taking in everything that had just been discussed. All of this was huge news. Karen and Will, Karen and Stan, Stan and the cafeteria lady…

"We have to tell Will," she decided.


	11. Dinner Discussions

CHAPTER 11

"First of all, Will, I want you to know that I think your engagement in the disgusting act of heterosis is revolting and I hope you Rue McLanahan the day you felt stirrings in your pants for a woman. And then for the day you felt stirrings in your pants for Karen," Jack chastised Will as Will leaned over to refill Jack's glass of wine. Will rolled his eyes and let Jack continue. "But, I want you to know that I love Karen, and I love you, and you two have my full support. Even though she's a woman. And it's disgusting. And goes against everything I stand for," Jack continued.

"Alright, I get it," Will interjected. "But thank you, Jack, that means a lot." Will patted Jack on the shoulder and the two shared a smile.

"So speaking of, when are you going to do something about it?" Jack asked as he tucked his napkin into the collar of his shirt.

"What do you mean?" Will asked before taking a bite of the pasta he had prepared for him and Jack.

"Well, Stan moved out of the manse over a week ago, and so far I haven't seen you making your move on Karen," Jack explained.

"Jack, it isn't that simple. Karen broke up with _me_. If she wanted me back, she would have to be the one to make that move," Will replied. Jack sighed and put down his fork.

"Not necessarily, Will. Look, we both know Karen is a strong woman, but did you ever consider the fact that she might be scared to initiate anything?" Jack questioned. Will paused for a moment, considering this.

"Wait – did she say something to you about this?" Will asked.

"Well, no. I mean, with this whole Stan thing going on, I haven't really told Karen yet that Grace and I know about you two," Jack confessed. Will shot him a suspicious look. "It just didn't seem like the right time to bring up _another_ rough subject with her. She's having a hard enough time with this transition," Jack finished.

Will suddenly felt stupid. He hadn't even stopped to think about how Karen must be feeling now that she and Stan had separated. He had been too excited by the prospect that their one major obstacle was now out the picture.

"She's really having a hard time?" Will inquired, feeling like a jackass. Jack rolled his eyes.

"Well _yeah_. She and Stan were married for almost ten years. She wasn't exactly giddy to watch him leave their home," Jack stated. Will picked at his food. "But, I know Karen. And I know that in some ways, she's relieved," Will looked up as Jack said this. "And I can tell she's lonely. And if you're the one who has her heart, then you're the one she'd want to be with right now," Jack stated.

Will was slightly shocked (and impressed) by the fact that he was having a serious conversation with Jack that wasn't revolving around his latest one night stand or what outfit he should wear for the opening night of his newest cabaret. He smiled as he let Jack's words sink in.

"You're a good friend, Jack," he told him. Jack just smiled and swallowed his food.

"I know."


	12. Too Good to be True

CHAPTER 12

Will waited impatiently outside of Karen's manse for Rosario or one of the other servants to open the door. His heart was pounding as his nerves began to get the better of him, but he knew this was something he had to do. For some reason, he hoped it wouldn't be Rosario that answered the door. The thought of an anonymous maid or butler answering the door that would lead him to Karen was comforting, but unfortunately, it was Rosario's familiar face that met him at the door.

"Oh! Hello, Mr. Will. I haven't seen you here in awhile," Rosie greeted him.

"Hi, Rosario. Is Karen here?" Will ignored her statement and looked over her shoulder for any sign of Karen.

"Yes, she's in the library. Let me get her. Come in, come in," Rosario said as she ushered Will into the foyer of the Walker mansion.

"Thanks," Will told her as he hesitantly stepped past the threshold. He nervously rubbed the back of his head as he looked around the once familiar room. Not much had changed in the four months since he had been here, but without Stan and his half of the servants, the house seemed quieter, more somber somehow.

Will looked up as he heard someone coming down the staircase to his left. His heart started pounding as he saw Karen, dressed only in her black nightgown and sheer robe descending the stairs. Her face was expressionless and in her hand she held a half-gone martini.

"God Wilma, what are you doing here? You know it's going to start storming any minute," she told him coldly. Will couldn't decide if she had told him this because she was worried he would be stuck there with her or because she thought he didn't care enough about her to brave the conditions outside to come see her.

"Uh, yeah I know," Will answered absent-mindedly. She had stopped about two feet in front of him, and sipped her martini that she was holding in right hand as she folded her left arm in front of her and popped one hip.

"So, what do you want?" she asked impatiently, tapping her foot. She was doing her best to hide the fact that adrenaline was rushing through her veins as she did everything in her power to keep from dropping her martini and running into his arms. Deep inside, she wanted to believe he was here to reclaim her – surely he had heard that she and Stan had separated – but she didn't want to allow herself to believe that and then have her hopes crushed.

Will took deep breaths to steady himself before he launched into why he was there, unannounced, on her doorstep after months of barely speaking to her. His eyes took in her unguarded beauty; her dark hair falling softly around her shoulders, the silk of her negligee caressing the flawless curves of her body.

"I'm here for you, Karen," he told her. They locked eyes, and she smiled for a second before catching herself. Could he be serious? Was her wish really coming true? She didn't want to let herself believe it just yet.

"Oh really, Will? For the past four months you've been pretending that I don't exist, and suddenly you're here to sweep me off my feet, just because Stanley is out of the picture now? Well guess what, I'm still legally married to him," she barked, holding up her ring finger to display her wedding ring to Will, who had began moving closer to her. She pulled her hand down quickly once she realized that she wasn't actually wearing her wedding ring. Embarrassed, she continued speaking as he moved closer and reached for her martini. "Plus, if we were together, everything would change. I'm not going to pretend like these last few months haven't been hard on me, but think of our friends, Will. I can't keep sneaking around with you, lying to them," she rambled. By now, Will had grabbed the martini she was holding and put it down on the table next to them. He was playing with her hands and smiling, only barely listening to her excuses for fending him off.

Karen stuttered as he leaned his face down and began nibbling her ear. "Plus Will, I was the one who ended it, remember? What makes you think I'm ready to just take you back all of the sudden? I-I've been going through a lot this week and – " she was interrupted by his lips making contact with hers and she felt her legs weaken beneath her. He felt it too, and slipped his arm around her waist to support her weight.

Suddenly, Karen broke the kiss and pulled back from him. In a split second, her palm was making contact with his cheek, and she was just as surprised as he was by the loud crack of her slap. He released her as his hand flew to his face, and she backed away, shocked.

"Will, I-I'm sorry. I just don't think I can do this right now," she whimpered. Hearing the commotion, Rosario had appeared in the doorway.

"Miss Karen – "she began, but Karen cut her off.

"Rosie, arrange for driver to take Will home," Karen quietly instructed Rosario, avoiding Will's gaze and fleeing from the room. Rosario nodded and went to tell driver to pull the limo around for Will.

Will was left standing alone, with his palm still resting on his stinging cheek. His shock turned to devastation as he reached down and picked up Karen's martini off of the table. He chugged it before turning to leave. Thunder clapped in the distance as he slammed the front door behind him.


	13. A New Strength

CHAPTER 13

Bitter tears were running down Karen's face as hunched over the sink, the cold water running on full blast to drown on the sound of her sobs. As the sink began to fill up, she focused on the splash of her tears as they hit the cold pool of water, each one reminding her of the blow to Will's cheek by her own hand.

She didn't know why she had done it. Maybe it had something to do with her misplaced anger towards Stan. When she had confronted him about his affair, all she could do was stand there like an idiot as he tried to explain himself. She had wanted to hit him – hell, she had wanted to kill him – but for whatever reason the signals from her brain were not making it to her hands. Maybe because she didn't care enough about him. But she _did_ care about Will, and she wasn't about to let him break her too.

After that painful morning when she had ended it with Will, she had resigned herself to the idea of them ever being able to be together. She was beginning to fall in love with him, and she couldn't let that happen while she was married. She knew if their relationship went any farther than it had, their world would be changed drastically and she simply wasn't ready for that. Karen had learned long ago to put up barriers around her heart, and the fact that Will was starting to tear them down scared Karen.

As her tears dried and her breathing returned to normal, Karen wiped her face and reached for her medicine cabinet. Her hand fumbled around the shelf for the right bottle, and she sighed in relief once she found it. She quickly popped the top off and dumped three blue pills into her palm. She popped them into her mouth and leaned against the door of the bathroom. As she swallowed, she slid to the floor and tried think of anything but Will.

In the limo, Will was restless. Why had she reacted that way? That was the last response he had been expecting. Had she truly moved on in the months that they were apart? Will began to feel foolish for assuming that she would want him back. But at the same time, he couldn't help but feel like she did. He had seen the ways her eyes lit up as she came down the stairs. He saw the confusion and shock he felt mirrored in her eyes after she hit him.

They were halfway back to Will's apartment, when, as he sat there stewing, something inside of him snapped. Why should _she_ be the one to call the shots in this relationship? She had ended it on Valentine's Day and he hadn't even put up a fight. And she was shooting him down now. Why should he not have a say in this? No, he wasn't going to give up that easily. He had let her walk away four months ago, but he was going to fight for her now. He felt a new strength building inside of him as he rolled down the limo partition.

"Driver, turn around."


	14. Forgiven

CHAPTER 14

"This is fine, I'll get out here," Will called to Driver. They were about two blocks from the manse, but traffic was tight and Will couldn't wait any longer. He jumped out of the limo and felt the sting of ice cold raindrops hitting his skin as he ran towards the manse.

This time, when Rosario opened the door, he didn't even bother with the formalities of his arrival.

"Mr. Will, you're soaking wet!" Rosario gasped as she opened to the door to reveal his dripping frame. Will didn't say anything as he pushed past her towards the stairs.

"Where is she?" he called over his shoulder as he took them two at a time.

"Bathroom," Rosario yelled up as she closed the doors. She smiled as she watched him disappear at the top of the stairs.

Will raced down the long corridor to the seventh door on the left; Karen's bathroom. He stopped dead in his tracks as he placed a hand on the doorknob. He took a deep breath, shook his head, and pushed open the door.

Karen gasped as the bathroom door flew open and immediately closed her bathrobe that she had just untied. She was standing next to the bathtub and had just turned on the faucet to fill it up when Will burst into the room.

Will closed the door behind him and backed up into it. "Hi," he breathed. Now that he was here, he didn't really know what to say. It took him a moment to realize how ridiculous he must look – soaking wet and breathless. A slight smile played on Karen's pink lips, but she just stood rooted to the spot, waiting for him to say something.

"Um," Will began, taking a step towards her. "Look, Karen. I'm so mad right now I can't even think straight. No- not even mad. _Confused._ What the hell was that down there? I came here because I knew you were hurting. Yes, I know about Stan, and I know what he meant to you, and I know what you mean to me…" he was rambling now. Karen remained transfixed on his perfect face as she slowly sat on the edge of the tub. "But Kare, I'm not going to lose you. I refuse. You know that what we had was more than a casual fling. I know you felt it too. Watching you walk away that afternoon after Valentine's Day was the hardest thing I have ever done. I know I'm gay. Well, I mean that's questionable now, but you know what I mean. And I can't explain it, but I'm attracted to you. More than I have been to any other person in my life. Those nights we spent together were the best I've had and I know you feel the same way. You gave up on us, Karen, and yes, it hurt – but I'm not about to give up. I'm going to fight for you," he said emphatically as knelt in front of her. She was looking down at her hands now, and as he tilted her chin up so that they were face to face, silent tears began to run down her porcelain face. "Jack and Grace know about us, and we have their blessing. Stan is gone. There's nothing stopping us now, and I want to pursue this," he revealed to her. Her eyes finally met his, surprised at this news.

"I love you, Karen," he concluded.

Karen had a million things going through her head, but most of all, happiness. She smiled and laughed as the last of her tears fell. Will smiled too, relief from her reaction filling his heart. She gave him a quick kiss and he pulled her into his embrace.

"I'm so sorry, honey," she whispered into his ear. She pulled back and looked at him, apology in her voice and eyes. "I've never felt this way about anyone before, Will, and it just…scared me. I didn't know how to respond," she confessed. He kissed her temple and hugged her once again.

"It's ok, it's ok," he said, nuzzling his face into her hair. She began to slowly and tenderly rub his back, as she had that first night in Shelter Island.

"And I love you too, honey," she whispered.


	15. Ecstasy

CHAPTER 15

Karen smiled into Will's mouth as he slowly began to untie her bathrobe. He didn't break their kiss as he slowly pushed it down off of her shoulders. Will caught his breath as it dropped to the floor, and Karen's beautiful nude body was displayed before him. He met her gaze as she seductively bit her lower lip and let her eyes travel to the bulge that was growing in his pants.

She pressed herself against him as she wrapped one arm around his neck and used her free hand to undo the button of his pants.

"Honey, you're soaking wet. Let's get you out of those clothes," she breathed as he reached down to pull off his fitted t-shirt. As he did so, Karen backed away from him and stepped into the bathtub. She undid the French twist of her hair as she slowly sat down into the warm water. Will hurriedly removed the rest of his clothes, and she watched anxiously as he climbed over the side of the tub.

He sat facing her, and reached out his hand to gently stroke her cheek as she leaned into him to caress his inner thigh. They sat like that for what seemed like an eternity, feeling the warmth of the other's skin and staring into each other's eyes.

Karen was the first to break their sweet meditation, leaning closer to him to kiss his neck as her hand began to stroke his erection under the bubbles. Will moaned as his hands roamed along her perfect back and messaged her firm, round ass.

Will grabbed the outside of Karen's thighs and pulled her over him in a straddling position. She found his lips as her hand guided him into her beneath the surface of the water. They both gasped as he filled her – relishing the sweet sensations of their bodies connecting. It had been far too long since the last time they had made love.

Although they were now one, they waited a minute or two to begin their rhythmic thrusting. Will massaged Karen's breasts as she licked and moaned into his ear, driving him wild. Their movements were slow and sensual; passionate. Will reached one hand down to where their bodies were connected and began to rub his forefinger over Karen's clit as she slowly started grinding on him.

"Oh God Will…" she breathed as he began to match the movement of her hips. Water slopped out over the top of the tub with every thrust of their entwined bodies.

Karen leaned back, away from Will and clutched the sides of the tub as her breathing became quick and unsteady. Will felt a bead of sweat forming on his forehead as he concentrated on the pleasure in his groin. Karen was obviously enjoying herself, and her panting and moaning was turning Will on even more. He grabbed her hands from the tile of the tub and wrapped them around him as he quickened their pace.

Karen ran her fingers through Will's hair as he pressed his head to her sternum. Their thrusts were fast and furious now, and Will had become as vocal as Karen as he felt his orgasm building.

"Harder Will, _harder_," Karen moaned, raising her hips off of his and slamming herself back down onto his lap with such vigor she thought she might pass out if she didn't come soon.

Will grabbed her hips and panted hard into her skin as he made his final pushes into her.

"Oh _shit_," he nearly yelled in pleasure as he exploded into her. His outburst pushed her over the edge, and she gasped and let out her own cry of ecstasy as waves of pleasure overtook her.

"Yesyesyes!" she shouted through clenched teeth as she wiggled on top of him, riding out her orgasm. He kissed her neck and shoulders.

As their muscles relaxed, Karen looked down at Will's satisfied face and smiled. He smiled back and lifted her off of him.

"That was incredible," she breathed as she settled into the crook of his arm and nuzzled her into his neck. He kissed her hair in agreement.

"I love you," he whispered to her as he wrapped his arms around her and the warm water of the bubble bath calmed their flushed skin.

"I love you too, honey," she told him.

Everything was right with the world once again, she noticed, as she took his pruning hand in her own.


	16. An Unexpected Phone Call

CHAPTER 16

"So, how long have you been eating solid food?" Will asked Karen as she swirled around one of his fries in the pool of ketchup in the corner of his plate.

"Har har," she answered, and stuck the fry in her mouth. Will had come to Grace's office today, but to take Karen out to lunch instead of Grace, as he usually did. Karen thrilled at the romantic, spontaneous gesture, and joyfully took his hand as he led her out of the office. As Karen threw one last glance back at Grace, she was relieved to find her smiling as she watched the couple leave.

"So how long have you known?" Will asked Karen. It was nearly one o'clock, and they had been sitting in the booth of the restaurant for almost two hours, talking about anything and everything. The question caught Karen off guard; until then they had been discussing Will's childhood and how Karen had ended up in Manhattan.

"How long have I known what, honey?" Karen asked, looking up from his plate that he had pushed towards her. He was still staring into her eyes, with a peaceful and happy expression on his face.

"That you love me," he answered matter-of-factly.

Although they had been an official couple now for almost six months, his statement still brought a smile to Karen's face and a blush to her cheeks.

"Well, I guess since I first met you," she answered, and popped another fry into her mouth.

"Really?" he asked, mildly surprised. She nodded.

"When you walked into Grace's office that day, I lost my mind. And got a little lady wood," she laughed. He smiled.

"Did you know I was gay?" he asked and took a fry for himself.

"Mmhmm. Grace had briefed me on you, honey. I practically knew everything about you. But what can I say, I'm a fag hag," Karen stated. Will laughed.

"Well that's true. You've got good taste, though," he told her.

"So what about you, honey? When did you know?" Karen asked excitedly. She liked this game.

"When did I know what, honey?" he teased her, repeating her own response to the same question. She lightly slapped the top of his hand that was resting on the table.

"That you love me," she said quietly as she leaned across the table and planted a kiss on his lips. Will's heart fluttered.

"I guess since that time when it was my birthday, and Grace and Jack made us all go to the Ice Capades," Will started.

"Champions on Ice," Karen corrected, teasingly.

"Whatever. That was the first night we really talked, and surprisingly, you were the only one that seemed genuinely interested in _me_ on my birthday. I was shocked, and pleased. Everything was different from then on, but I guess we were both a little resistant to it, huh?" he asked.

"A _little_? Honey, it took four years for either of us to make a move. I'd say we were a lot resistant to it," Karen laughed.

Will nodded as he took in her beautiful, smiling face. He couldn't believe she was finally his. The past six months they spent together had been amazing. Their friends had been so supportive of their relationship, Karen had moved past Stan, and everything was going great.

Will fingered the little black ring box in his left pocket.

"Karen, there's something I wanted to ask you," he began, and pulled the box out but kept it under the table. Karen licked her lips and delicately wiped the corners of her mouth with her finger. God, she was beautiful.

"Sure, honey, anything," she responded. She cocked her head inquisitively and smiled at him.

"Well, I've been thinking a lot about us," he began, but was interrupted by Karen's cell phone going off in her purse.

"Oh, sorry honey, can you hold that thought for a second?" she asked Will as she fished around in her purse and pulled out her phone.

"Sure…" Will mumbled.

Karen answered her phone cheerfully.

"Yes, this is she," she spoke into the receiver, her face becoming serious. "Oh I see. Uh-huh. Alright, well, thank you," she whispered quietly into the phone, before snapping it closed. She turned her face away from Will quickly as she stuck her phone back into her purse, but not quickly enough for him to not notice the tears welling up in her eyes.

"Karen, what is it?" he asked. His face fell and he quickly stuffed the ring box back into his pocket. She wiped her eyes with the back of her hand before looking back at him.

"Um, that was the hospital," she said. She cleared her throat before continuing.

"And?" Will asked impatiently, a million different scenarios running through his head.

"Stan's dead."


	17. Second Chances

CHAPTER 17

Karen sniffed the sweet white rose and ran her fingers over its soft petals before closing her eyes and letting it fall into the grave below.

"Goodbye, Stanley," she whispered, before turning her back on the casket and walking slowly into Will's waiting arms. She smiled up at him as he kissed her forhead and wiped away her tears.

"Are you OK, sweetie?" he asked her, wrapping his arm around her shoulders and steering her towards the limo.

"Yeah honey, I'm OK. I'm glad I got to say goodbye," she answered him, before breaking away to take her place in the receiving line next to Olivia and Mason as well-wishers starting lining up to shake their hands and give their condolences.

Will watched her for a few seconds, before joining Grace, Leo and Jack next to the tent.

"Wow, Karen is being so strong," Grace mused, capturing Will in a hug.

"Yeah, she is. But, that's Karen. Puts on a brave face for the world. Tonight when we're alone, it will probably be a different story," Will sighed. He looked over to where a small crowd was chatting with the Walker family and caught Karen's eye as she hugged an older lady in a bad hat. She smiled at him and winked.

Later that night, Will was tossing and turning under the sheets of Karen's bed. Ever since Stan's funeral today, he couldn't shake the nagging fear that invades one's mind when they suffer an unexpected loss. Stan had been taken from this earth so quickly, and Will was irrationally terrified of whom in his life he would lose next, and when.

He looked over at Karen, sleeping peacefully as the moonlight shined on her sweet face. Looking at her now, you never would've known that the man she had spent 20 years of her life loving was buried today. Will couldn't believe how well she was taking this, while meanwhile he was completely freaked out. He knew he wouldn't be able sleep while he was keyed up like this, and he knew what he had to do.

Will arrived at the church just as the janitor was leaving for the night.

"I'm lockin' up, dude," he said to Will as he shut the door.

"Uh, well, _dude_, could you just give me half an hour?" Will asked, grabbing the handle of the giant wooden door before it could close all the way.

"Alright, but I'm locking the doors. If this shuts all the way you'll be locked in. Just make sure you close it when you leave," the janitor instructed, moving a trash can into the door frame to keep the door from closing all the way.

"Sure, thanks," Will said as he slipped through the opening.

Will walked in and sat down in a pew about half way back from the pulpit. He took in the magnificent architecture of the chapel, and noticed wistfully that all traces of Stan's funeral from that morning had been cleaned up. The church was a lot less comforting now, without the murmur of friends and family and the soft elegance of the funeral flowers.

Will sat for awhile in quiet contemplation, thinking about Karen, the life they were making together, and their own friends and family. His hand absentmindedly wandered to his pocket, where he was surprised to find the little ring box containing the engagement ring he had bought for her. He cringed at how this had all played out. At the exact moment he had been planning to propose to Karen, she had gotten the news that her former husband was dead. He supposed it was just the universe's way of telling him it wasn't meant to be, at least not for now.

Karen silently pulled the door closed to the garbage can behind her. She spotted Will in a pew half way down the aisle and quietly crept towards him. He had his head in hands and her heart felt warm as she got closer to him.

Suddenly Will felt a pair of small arms wrapping around him from behind, pulling him back from his doubled over position. He didn't have to turn around to know it was Karen, and he grabbed one of her hands and kissed it as he leaned back.

"Sweetie, what are you doing here?" he asked her, still looking ahead to the place where Stan's casket had been earlier this morning.

"Funny, I could ask you the same thing," she replied and planted a kiss on the top of his head.

"How'd you know I was here?" he asked her, turning his head to look at hers resting on his shoulder.

"Just a hunch. Well, that and Driver told me," she admitted. Will laughed and turned in the pew enough so that he could get a good grip on her waist and pulled her over the back of the pew into his lap. "So what are you doing here, honey?" she asked him.

"I couldn't sleep. I guess I was just thinking a lot about Stan, and you, and thought coming here would give me some peace of mind…some closure on some things," he told her.

"Yeah? And how's that workin' out for you?" she teased him, ruffling his hair.

"Not so well," he admitted. "Karen? Why are you so OK with this? The man you devoted almost a decade of marriage to was buried today. Shouldn't you be a mess?"

Karen sighed.

"Will, have you ever had someone close to you die?" Karen asked him.

"Uh, yes," Will answered, as if that should've been obvious. "When I was 17, my dog Daisy died," he explained. Karen gave him a look. "Ok no, not really," he finally gave in.

"Well, honey, I have. My dad died when I seven. I learned how to deal with this kind of thing at an early age," she explained. He looked at her. He loved when she got serious like this and shared a pearl of wisdom that nobody would ever expect to come out of Karen Walker. "Look, Stanley was a very big part of my adult life, Will, but that ended a year ago, not today. I had already let go of Stan. Today was about the celebration of his life for me, not about the devastating end of the love of my life. Because _he's_ sitting right next to me," she finished, and grabbed his shirt in her fist, pulling him into her for a kiss.

"Well, Kare, I'm glad that's how you feel about this. I guess I'm just freaked out because it was so unexpected. It's just got me worried about who's going to be the next person in my life to go," he told her.

"Geez Wilma, morbid much?" Karen teased. "But seriously Will, you can't go through life waiting for the people you love to die. People die – it's a fact of life! And nobody knows when or why, it just happens when it's meant to. Living each day waiting to die or waiting for me to die or Grace or Jack to die is no way to live," she told him, looking lovingly into his eyes. Will sighed.

"God, you're right. Of course you are," he mused, kissing her sweetly.

"I love you, Will," she told him. He suddenly remembered the ring in his pocket and was struck with a crazy idea.

"I love you too, Karen," he began. "In fact, I love you more than I've ever loved anyone. I was beginning think that maybe a love like this wouldn't be possible for me. But you gave me a second chance, Kare," he spoke softly as he pulled the ring box out of his pocket. Karen abruptly stopped stroking the back of his neck when she realized what he was doing. She went slightly catatonic as he gently moved her legs from his lap and got down on one knee in the aisle next to the pew.

"Will…" she gasped, as he opened the tiny black box to reveal a small and simple, yet stunningly beautiful diamond ring.

"Karen, will you do me the great honor of spending the rest of your life with me?" he asked her as he grabbed her left hand and slid the engagement ring to her first knuckle; pausing to wait for her answer.

She loved the fact that the word "marriage" was nowhere in his proposal. She had done the "marriage" thing three times before, and they had all failed miserably. She knew this time would be different. She nodded as she wiped a stray tear off her face with her right hand and he slid the ring all the way down her finger.

Will laughed and scooped her up into his arms as the bells began to chime, signaling midnight. A new day had begun, just as their new life together was about to begin.


	18. Annoucement

CHAPTER 18

"So…how's the sex?" Grace sheepishly asked Karen, not making eye contact. Karen practically fell out of her chair at Grace's unexpected question.

"What?" she asked, trying to regain her composure as she shuffled some papers on her desk. Grace laughed and sat down on the stool behind her own desk.

"With Will…how's the sex?" she asked again, bolder this time.

"Well honey, it's…" Karen struggled to find the right words for just how amazing it was. She stood up and crossed over to the coffee maker that was now crackling and gurgling and picked up an empty mug. "Let's just say that 'mo always leaves me wanting 'mo," she laughed, filling up the mug and handing it to Grace, who was laughing now too.

"Karen, why are you wearing your wedding ring again?" Grace asked as she took the coffee mug out of Karen's left hand, before suddenly realizing that this was a much different ring than the rock Stan had given her. Her mouth fell open as she looked up at Karen in shock. Karen was no longer laughing and had averted her eyes to the window. "Oh my God, Karen…did Will…are you…" Grace couldn't complete her thought. She put down the coffee and grabbed Karen's left hand, studying the delicate and dainty band on her ring finger. Karen smiled brightly.

"Yeah, honey. He proposed last night," Karen told Grace excitedly.

"Wow Kare! That's great…that's incredible…I don't know what to say! Congratulations," Grace sputtered. She was truly happy for her friends, but was also feeling an odd blend of shock and jealousy.

"Thanks, Gracie. Are you sure you're OK with this?" Karen ventured, sensing Grace's uneasiness.

"Of course I am, Karen. It's just so…weird. You two being together is one thing, but getting married? That makes it so real. I guess I'm just still having a hard time accepting the fact that Will is doing all of these things that at one point I had pictured him doing with me," Grace admitted.

Karen felt a little sick. She knew this was going to be weird for Grace, and she hated that the dynamic of their little group had changed so drastically over the past couple of years – first when Grace and Leo got married, and now that she and Will were together.

Karen didn't say anything to Grace, just looked at her reassuringly and rubbed Grace's arm. Grace smiled up at her.

"The ring is beautiful, though. Will always did know how to pick 'em," Grace said, getting another look at Karen's engagement ring. "Does Jack know yet?" Grace asked.

"No, not yet. Actually, Will wanted to have everyone over for dinner tonight so we could break the news," Karen told her. Grace nodded and took a swig of coffee from the mug as Karen went to sit back down at her desk.

That night, Will filled everyone's wine glass as they took their places at his round dinner table. It was the first time in several months that the four of them had been able to sit down together for a nice meal at Will's apartment. Everything was the same tonight as it had always been between the four of them, with the exception of their seating arrangement. Jack and Will sat in their usual spots, but tonight Karen was seated to Will's left instead of Grace.

The four of them ate their meal slowly, talking and laughing as they enjoyed each other's company. Finally, when the chicken was gone off of everyone's plates and most of them were on their second glass of wine (Karen was on her fourth), Will clinked his knife against his glass to make their announcement.

"So guys, the reason why Karen and I wanted you both here tonight," he began, as he took Karen's hand in his, "is to tell you that…well, we have some big news." Will looked Karen, who was beaming. Her thumb stroked his hand comfortingly. "We're getting married," Will finished.

Grace, who of course already knew this, immediately clapped her hands and let out an enthusiastic "yay" as she stood up to hug Karen and then Will. This was not the reaction Will had been expecting from her, and he looked at her suspiciously.

"Wait…did you already know?" he asked her, pulling away from their hug.

"I might have maybe let it slip today in the office," Karen confessed as Grace pulled Will back into their embrace. He laughed.

"Well Poodle, what do you think?" Karen cautiously asked Jack. He hadn't said anything yet, but was sitting with his mouth hanging open staring at the three of them as they celebrated. "Jackie?" Karen pushed.

"I think…I think that's the most beautiful thing I've ever heard," Jack squeaked out as he began to tear up. Everyone laughed and Will and Karen threw their arms around Jack's shoulders as he sobbed into their shirts.


	19. A New Room

CHAPTER 19

Karen collapsed onto Will's sweaty chest, her heavy breathing perfectly mirrored by his. He stroked her hair as her head moved up and down with the rising and falling of his chest. As their breathing slowed and their bodies calmed after an intense climax, she rolled off of him and situated herself on the pillow next to him.

"Hey, Karen?" he began, wrapping both of his arms around her slight frame as she huddled up next to him.

"Yeah, sweetie?" she answered, before placing a trail of soft kisses from his jaw to his shoulder.

"After we get married, where are we going to live?" he asked, turning his head down to look at her.

"I don't know, honey; I guess wherever you want to live. I haven't really thought about it," she answered, looking up at him.

"I was thinking maybe I should move in here with you, and Jack can take my apartment," Will explained.

"I think that's a great idea," she agreed.

"Yeah, good. Plus, my apartment isn't really family-sized," Will ventured. They hadn't had the kids talk yet, and he wondered how she would react.

"What?" she asked. She sounded surprised. He felt her body tense next to him. Will decided not to beat around the bush. He swallowed.

"Do you want kids?" he asked her, staring up at the ceiling. Lately Will had been thinking a lot about the dream he had that first night they spent together. He could hardly believe his luck that now that they were going to get married, this dream could become a reality.

"Honey, I already have two step kids," Karen answered. She didn't elaborate, and Will understood her meaning. He sighed and nodded, but inside was devastated. Karen kissed his cheek quickly before getting up and pulling her bathrobe around her. He watched her as she went into the bathroom, and couldn't help feeling like this wouldn't be the last time this conversation came up.

While Karen was in the bathroom, Will was feeling restless, so he decided to explore the manse a little. He pulled on his boxers and an undershirt and left the large bedroom.

Most of these rooms Will had been in before. There was the liquor storage room, the parlor, Stan's library. Will paused for awhile inside the library, taking in the small details of this room that he had not spent much time in. To his left, Will noticed a small hutch that had several picture frames sitting on top of it.

He ran his hand along the corner of the cabinet as he bent down to look at the pictures. He had never seen these pictures before; there was one of Stan and his mother, Stan and Karen's wedding picture, Stan with Olivia and Mason, and one that took Will's breath away. It was of a much younger Karen, just from the bust up, smiling down at an adorable newborn baby that was cradled in her arms. Will felt a warmth spreading through him as he looked at his beautiful fiancée in a tender moment with the infant.

Whose baby was this? He flipped the picture frame over and opened the back to pull out the photograph. On the back, in Karen's handwriting were the words "Sterling, 2 weeks, and Aunt Karen."

Will put the picture back in its frame, and smiled as he took one last look at it before placing it back on the cabinet top. He stood up and flipped the light off in the library as he headed back into the hall.

It was then that he noticed a door he had never opened before, directly across the hall from Stan's library. He paused, listening for any sign of Karen or her staff, but heard nothing. He crossed the hall and tried the knob of this new door. It turned easily and soon he was standing inside this unfamiliar room. When he flipped on the light, he gasped at what he saw.


	20. The Big Decision

CHAPTER 20

Will couldn't believe that he was standing in the middle of a baby nursery in the Walker manse. Surely it wasn't for Mason or Olivia, they were both much too old for a nursery when Karen and Stan had bought this penthouse. He considered the picture he had just seen, of Karen with Stan's nephew, and wondered if perhaps this room had been for him. But no – that didn't make sense either; Karen and Stan had only been living here for ten years or so, and Sterling was much older than that now.

The walls were painted a soothing yellow, and in the corner next to the window sat a lovely rocking chair. To his right was a bright white crib, piled high with stuffed animals and blankets. Pictures of ducks and bunnies lined the walls above a changing table. The room looked like no one had been in it for quite some time, but everything in it was obviously brand-new.

So she had wanted a baby, Will realized. He felt suddenly sad for her as he thought about how much effort had gone into making this room perfect, and how it was never used.

He heard a small sigh from behind him, and Will whipped around to see Karen leaning in the doorway behind him. She looked a little sad, but mostly annoyed.

"You _do_ want a baby!" Will exclaimed as he extended his arms toward Karen. He wrapped his arms around her and pulled her close. She didn't respond quite as enthusiastically.

"I don't know, honey. I _did_ want a baby, a long time ago. A few years ago I thought I was pregnant, and had this room turned into a nursery before I found out it was a false alarm," she told him, unwrapping herself from his arms to go sit on the rocking chair. He followed her and sat on the footrest in front of where she was seated.

"So, what changed?" he asked her.

"I fell in love with you," she answered quietly, leaning forward to place a hand gently on his cheek.

"I don't get it…why did that make you _not_ want to have a baby?" Will questioned.

"Well, I guess because it changed from me wanting to have _a_ baby to me wanting to have _your_ baby," she began. "It suddenly became a much bigger deal, so much more real. And it just scared me a little bit, is all. I mean, what kind of mother would I be? I can barely take care of myself let alone another human being," she told him, breaking their eye contact.

"That's why you have me," he said, taking her face in his hands. He placed a long, sweet kiss on her mouth. "Karen, there is nothing more I want in this world than to have a child with you. I've been dreaming about it since the first night we kissed. I love you. And I would love our baby," he told her quietly.

"I don't know Will," she whispered, tears filling her eyes.

"But think about how great it would be, Karen. I mean, you'd be all gorgeous and pregnant and glowing and booby," he smiled. "You know, and... when you had the baby, I'd be in the delivery room. When you were pushing and screaming at me to rot in hell, I would. And we'd raise him with the values that were important to us. Respect for other people's opinions... except for, you know, ones that were different than ours," Karen laughed. "On his first date with a girl--or a boy; or if it's a girl, a boy... or a girl, we'd be home, all nervous and waiting, but acting like we weren't. Then one day, when he went off to college, we'd wave good-bye and... look at each other and say, "You know what? We did a good job," Will finished, a dreamy look on his face. Karen sat silently, pondering all he had just said.

"Listen, Karen. I know we have a million reasons not to do this, but I just keep picture this baby in some…cosmic waiting room, and it's _our_ baby. And I'd really like to meet him."

She didn't know why, but something in Will's eyes and voice struck a chord with Karen. The way he had said "our baby" made her feel like she could burst with joy. She closed her eyes and tried to picture a child that she and Will had created together. Suddenly, all of her fears melted away. She opened her eyes and looked back at him lovingly.

"OK," she told him simply.

"Really?" he breathed into her hair, pulling her close. She nodded.

"Yeah, honey. Let's do it," she told him before capturing his mouth in a passionate kiss. Will put a hand on Karen's stomach, picturing it big with their baby. Not breaking their kiss, Karen reached down and put her hand over his.


	21. Funaway Bride

CHAPTER 21

"I don't think I can do this, Grace," Karen admitted as she slumped to the floor.

"Oh God, Karen, what are you talking about?" Grace asked frantically as she grabbed a water bottle from the mini fridge in the corner of the small hotel waiting room. She rushed over and sat herself next to Karen, and quickly unscrewed the cap of the water bottle.

"I think I'm going to be sick," Karen whimpered as she grabbed the water and took a big swig.

"Oh please Karen! If you puke, so help me God," Grace exclaimed, grabbing the fabric of her long dress and standing up quickly.

"Sit down, Grace, I'm not going to puke," Karen sighed, tugging Grace back down next to her.

"Then what's going on?" Grace asked, much calmer now that she was sure Karen wasn't going to toss her cookies on her Vera Wang bridesmaid's dress.

Just as Karen started to speak, the door burst open to reveal a frantic-looking Jack.

"Karen?! What the hell is going on in here? There's more tension out there than in a Bill-Monica-Hilary three way!" he exclaimed. Karen sighed and crossed her arms in front of her.

"Jackie, I'm not going out there!" she stated, indignantly.

"What do you mean you're not going out there? The love of your life is standing up there all alone and embarrassed! You told Will you would marry him now go out there and _marry him_!" Grace all but shouted.

"Listen, Adloaf: nobody, and I mean _nobody_ talks to Karen Walker that way!" Karen screeched, grabbing Grace by her hair. "You can't make me do anything! I do NOT want to go out there so I'm not going out there! You got that monkey?!" Karen was still yelling, but now directing her anger towards Jack, who was still standing in the doorway, flabbergasted.

Grace and Jack just stared at Karen in shock. No one moved or said anything for what seemed like an eternity. Karen still had a fistful of Grace's red hair and was looking extremely perturbed when Will appeared at the door. It was only when she locked eyes with his, confused and hurt, that she released Grace and began to sob.

Karen threw her hands up to hide her face as she shook uncontrollably. Grace immediately turned to her and wrapped her arms around Karen's trembling frame. Will didn't say anything as Jack ushered him out the door and Grace shot him an apologetic look, her own eyes brimming with tears.

"Get me out of here," Karen croaked.

"What?" Grace asked.

"GET ME OUT OF HERE!" Karen shouted, clutching and clawing at Grace as she tried to stand up. When she did, her knees were so wobbly that she slumped down immediately and Grace just barely caught her.

"OK, Kare, you've _got_ to calm down," Grace pleaded as she led a shaking Karen towards the door. Grace had never seen Karen unhinge like this, and she was beginning to get seriously freaked out.

Karen didn't say anything as they hurried into the hallway of the conference center of the hotel. She could see the revolving glass doors at the end of the hall; it seemed to be a mile long. As they drew closer, she saw her limo screech to a halt in front of the glass and Driver jump out. She focused on the glass; so was so close, so close to fresh air and an escape.

"KAREN!"

She only vaguely heard him call her name, but it stopped her dead in her tracks. Never before had she heard the sound of her own name being pronounced with such pain, such lack of understanding. Grace looked at her, terrified. But Karen just slowly turned to face him, coming ever closer to her.

"Will, I don't think you should – " Grace started, stopping him in his tracks. Jack, chasing after him, stopped as well, a few feet behind Will. The four of them were now a mere ten feet away from each other, Will and Karen face to face and the closest to each other, with Jack and Grace just a step behind them, respectively.

"You don't think I should what, Grace? Try to stop the love of my life from running out on me at our wedding?" Will shouted, torment and sorrow playing loud in his voice.

A small squeak slipped out of Karen's mouth, drawing Will's eyes to hers. They stood in silence, staring at each other lovingly – desperately. Several strands of chestnut hair had fallen out of Karen's elegant updo, gently dancing across her cheeks and collar bones. Black trails of mascara ran down her pale face, and although this image was drastically different than the one Will had laid eyes upon this morning, when she had been his perfect bride, she still looked stunningly beautiful. His face softened and stance relaxed as she took a few steps toward him.

"I'm sorry," she whispered; barely any sound escaping her lips. She then abruptly turned and fled towards the revolving doors and her waiting limo, Grace following closely after her.


	22. Underneath It All

CHAPTER 22

Will hesitated before pushing open the door to the manse. He wasn't exactly sure how to approach this situation with Karen; he had never had someone leave him at the altar before. He was shocked when he opened the door of her dressing room that afternoon at the hotel, to find her looking scared and disheveled, when she should have been standing at the altar with him saying "I do."

Will couldn't even wrap his head around the hurt he had felt as he looked into her eyes before she ran away from him. He had felt so many emotions at the same time, it was crazy. He had watched Karen jump into her limo, then had to turn back and face reality as wedding guests began pouring out of the wedding room, demanding answers.

He didn't get it. She had been so happy. They both had been. They had been planning this wedding for months. They were trying to get pregnant. Everything was going so well. And now this…

Jack had been wonderful. He tried his best to fend off questioning friends and relatives as he hurried Will back into the groom's dressing room, sitting him down in a chair and immediately pouring him a drink. Will wasn't even sure what kind of liquor it was that Jack handed him, he just accepted it in a daze and poured it down his throat before demanding that Jack keep them coming.

When he got the text from Karen the next afternoon, Will was even more confused.

_I need you._

Those three simple words were enough to ignite in Will enough strength to get up off of Jack's couch, and despite his terrible hangover, rush to the manse.

When he finally did push open the door, the first thing that met his gaze was the tall stack of boxes stacked to the right in front of him. He had begun moving his things in a few days before, and now his unpacked belongings were a painful reminder of what he should be doing right now, had something not gone terribly wrong the previous afternoon.

Will turned to the left to go up the stairs, but realized he didn't have to when he saw Karen sitting on one of the bottom steps, looking at him sheepishly.

"Hi," she said quietly.

"Hi," he replied, closing the door but not moving any closer to her. Neither of them said anything for a few moments. Will realized this was going to be awhile, and he sat down on the floor, leaning against the closed door. Karen was the first to break the silence.

"Will, I'm so sorry," she began. She was much calmer today than she had been yesterday as she ran out of the hotel.

"Save it, Karen," Will interrupted. There was no anger in his voice, just impatience and resignation. "Do you have any idea what you did to me?"

"I'm sorry, honey, I know how embarrassing that must have been for you," she squeaked.

"_Embarassing_? Karen, that was the last thing on my mind," he assured her. Despite the gravity of the situation, this made Karen smile slightly.

"Honey, it's just…I was – " she began, but he cut her off.

"Oh don't give me that 'I was scared' shit – I've heard that one too many times before," he said coldly, not looking at her. Karen furrowed her brow.

"But Will, I _was_ scared," she told him confidently, honestly.

"Jesus, Karen, why are you so scared of me? You were scared to let yourself fall for me, you were scared to have a baby with me, and now this? Why won't you trust me?" he was getting angry now, and had finally turned his head to look at her. His eyes were pleading.

"I do trust you, Will," she told him.

"Oh really? Because it sure as hell doesn't seem like it," he countered. She watched him rub his eyes with the palm of his hand, like he only did after a hard night of drinking.

"Goddamn it, Will! How can you expect this to be easy for me?" she was practically shouting now. "I've been married THREE TIMES before! And every single time, before I walked down that aisle, I felt the same wave of excitement and joy that I felt with you yesterday, and every single time, it was all shot to hell within the first five minutes of the honeymoon! I _know_ what marriage does to a relationship, Will – and I couldn't stand the thought of that happening to us!" she was standing now, emotion coursing through her as the truth finally escaped her mouth. Will stared back, his frown lines deep and his breathing becoming irregular. "And as far as trusting you – did you honestly just expect me to hand you my entire being like it was no big thing?! How many times have I foolishly done that before, just to be dropped in the middle of my fall? I've really been trying Will – I swear to you I have – but Stanley and the others set a precedent for how I exist in a relationship. You never stood a chance of being able to break down that wall," she finished, pacing back and forth in front of the stairs. He weighed his words before speaking them slowly and deliberately.

"But I'm not them, Kare. I would never, _never_ do anything to hurt you," he spoke much quieter than she had, and when he looked at her, the honesty in his eyes was impossible to ignore. He was beginning to get a much clearer picture of what made Karen tick, and felt a wave of understanding wash over him. He suddenly empathized with Karen, very much.

"I know. I know that, Will," she whispered, rushing over to where was still seated on the floor. "I'm so sorry," she wept into his shoulder as he wrapped his arms around her. "I'm so sorry," she repeated. "Can you ever forgive me?"

"Sweetie, when I told you a year ago that I was going to fight for you, I meant it. There's no way in hell that I could let you go over this," he reassured her, kissing her hair. She sighed in relief.

"Will, I still want to marry you. I just…" she began.

"Here's an idea. Why don't we just grab Jack and Grace sometime and go down to the courthouse?" he offered. She shifted in his arms to look up at him inquisitively. "Yeah, I mean, why do we need the big white wedding? You've already done it three times, and honestly, I had let go of the dream of ever having one of my own years ago," he told her.

"Really? You'd be ok with that?" she questioned.

"Yeah, I would. The most important thing to me is that we're together, sweetie," he told her. She smiled brightly and wrapped an arm around his neck to draw him in for a passionate kiss.


	23. The Truth Hurts

CHAPTER 23

Will and Karen looked at each other when they heard the ding of the timer. Karen took a deep breath as Will nervously rubbed his palms together. She stood up from the couch and Will grabbed her wrist, pulling her back down next to him into a hug.

"I love you," he told her, rubbing her back. Karen pulled away from him and tried to give a smile before heading into the bathroom to read the results of her pregnancy test.

Not half a minute later, she appeared in the doorway. Will stopped pacing and looked at her. He didn't say a word, just raised his eyebrows questioningly. Karen glanced at the floor before looking back up at him and slowly shaking her head.

"Oh sweetie, I'm so sorry," Will told her as she joined again on the couch. He kissed her hair.

"Will, I – I'm sorry. I just don't think it's meant to happen," Karen confessed quietly, tracing a figure eight pattern on Will's jeans.

"Don't think that way," Will told her.

"Well I'm sorry, but this is like the seventh negative test, Will. It's kind of hard to be positive about this," Karen whined. Will sighed.

"I know. Maybe you're right," he admitted, defeated. Karen looked up at him, apology in her eyes. He stroked her cheek and wiped away a single, lone tear that was making its way towards her chin. Will was confused. He didn't understand why this wasn't working. They had been making love almost every day, he was always on top now and they stayed together long after that pinnacle moment, when they had both cried out each other's names in pure ecstasy.

He knew how hard this was on Karen, and he knew he needed to start being realistic about their situation. But something inside of him was telling him to not give up. He couldn't let go of the memory of that dream he had, where she had been the mother of his children. He snuck into the library almost every day to look at the picture of her holding her baby nephew. Karen was meant to be a mother, he could feel it. Somehow, someway, she would have his baby. _Their_ baby.

"But…do you wanna go try again?" She laughed, and smiled at him mischievously before standing up and pulling him behind her to their bedroom.


	24. Mushu and Marriage

CHAPTER 24

"What's this place called again?" Grace asked as she stumbled through the beaded curtain hanging from the doorway.

"I don't really know," Jack replied, pulling several strands of wooden beads to one side so that Karen and Will could pass though. "Rory recommended it to me," he explained.

"Lord, honey, whose idea was it to come here? Am I drunk?" Karen shrilled, making a face when the smell of curry hit her nose.

Actually, they were all a little drunk. They had been at Jack's apartment, talking and taking tequila shots when Grace had declared that she was famished. On a whim, the four them had followed Jack to the restaurant they were at now, a tiny, hole-in-the-wall place decorated with saris and porcelain statues of Hindu gods.

"I don't know," Will responded. "But if you really than me too because we the drank amount," he slurred. Will had thought it would be a good idea to try to keep up with his bride-to-be, and he was clearly paying the price now, as he was the farthest gone of the four. They all laughed and Karen pulled Will down next to her on the big silk pillow they had been instructed to sit on in front of their table.

"Grace where's Leo tonight?" Jack asked as the waiter sat waters down in front of him, Grace and Will and a bottle of cider beer in front of Karen. Grace raised her eyebrows at Karen before answering Jack.

"Oh, he's on call tonight," she told him. Jack nodded.

"Honey, is Leon _always_ on call?" Karen asked Grace. "I mean, I haven't seen him in like, three months. Do you two ever have sex?" Jack leaned in, extremely interested to hear Grace's response. Will giggled in his semi-sober state. He loved when Karen had been drinking – it brought out a boldness in her that he found hilarious and refreshing.

"_Yes_," Grace answered, annoyed.

"Probably not as much as these two!" Jack crowed, motioning to Will and Karen. Karen laughed and high fived Will, who missed her hand and ended up on his side behind her. They all laughed hysterically as Karen helped Will sit back upright.

"Will, how did you get so much more drunk than the rest of us?" Grace asked him, smiling.

"I told him he'd never make it," Karen answered for him, taking another drink of her beer. Will nodded.

"I should've listened," he told her, leaning in to kiss her cheek and rub her back. He took note of how particularly beautiful she looked in the dim light of the restaurant.

"Ew, keep it in the bedroom, you two," Jack complained, scrunching up his face and shielding his eyes from the couple seated across from him.

"I think it's cute," Grace cooed. "So when are you two ever going to tie the knot, anyway?" she asked. She had enough alcohol in her by then to lose her censor of what subjects to avoid. Ever since Karen had run out on Will, five months ago, no one had really addressed the issue. Luckily, both Karen and Will seemed unphased by her question.

"Actually," Karen began, grabbing Will's hand under the table and entwining her fingers in his, "we wanted to talk to you guys about that. We decided it would be best if we just got married at the courthouse. You know, just a small ceremony. No dress, no flower girl – "

"No fun!" Jack finished.

"Jack…" Will began.

"I think that's a great idea!" Grace offered, looking back down at her menu. "When are you going to do it?"

"Yesterday!" Will announced, erupting into a fit of giggles.

"WHAT?" Grace and Jack shouted in unison. The two other couples in the restaurant turned to stare. Will abruptly stopped laughing.

"Yeah, honey, we went down to the courthouse and just…did it!" Karen said, smiling at Grace. She help up her and Will's entwined fingers to show Grace the golden band that was now on his left ring finger.

"Willicent Truman!" Jack exclaimed, throwing down his napkin. Will blanched, bracing himself for the attack. "I am so…happy for you!" Jack finished, surprising everyone.

"Really?" Will questioned.

"Me too, of course I am," Grace interjected as Jack nodded vigorously and clapped his hands. Karen beamed.

"We're so glad you aren't mad at us for not telling you. You know if we had anyone there it would've been you two, but we did it on a whim. It was just the two of us," Karen explained to Grace and Jack.

"That's perfect, Kare. It was just about you and Will, nothing and nobody else. That's how it should be," Grace told her.

"To the newlyweds!" Jack exclaimed, and extended his glass to lead the others in a toast.

Just then, music filled the room as the group was approached by three belly dancers. The four of them watched, transfixed, as the girls twirled and twisted in front of them. Grace was delighted by the beautifully artistic dance unfolding in front of her. Jack watched as one of the girls shook her butt in close proximity to his face. It didn't take long for his face to turn sour at the sight.

One of the girls had positioned herself in between Jack and Grace, and Will was watching her intently. He watched, mesmerized, as she moved her hips seductively to the left, then the right, then back left again. Karen noticed this, and grabbed his face roughly with one of her hands.

"What the hell is this, Wilma?" she teased, before kissing him deeply. She broke away after a few seconds and stood up next to the dancer he was watching. She considered the dancer's movements for a moment, before slowly beginning to move her own hips in rhythm with the music.

"Ooh! Go Karen!" Jack called out as Karen began seductively unbuttoning her tight-fitting cardigan, never breaking eye contact with Will. He watched her, his mouth hanging open, as he felt his pants tighten around his groin.

Grace playfully smacked Will's arm.

"Check out your wife!" she called. Will didn't respond, transfixed by Karen, who was now standing before him in only her lacy red camisole and black pencil skirt. She ran her hands slowly all over her body and licked her lips. Will couldn't take it anymore.

Grace laughed as Will jumped up from his seat on the floor and practically flew to Karen's side. He grabbed her hips and backed her up into him. She smiled coyly as she reached behind her and wrapped her arms around Will's neck. He moved his hips in unison with hers as she grinded into him.

By now Grace and Jack had jumped up too and were joining in with the couple and the other dancers with their own silly dancing. Everyone was talking and laughing as the pulsating music blared around them, but for Will and Karen, everything was in slow motion. He licked and bit her ear as he ran his hands up and down her hips and waist. Her hands were on top of his, gently guiding him around her perfect body.

The music slowed as a waiter appeared with their food and the belly dancers went to entertain another table. As their sensual moment came to an end, Will forcefully spun Karen so she was now facing him and captured her mouth in a passionate French kiss. The mood was quickly broken, however, when the sounds of Jack's fake retching caught their attention. Karen broke their kiss and laughed as she looked down at Jack.

"Sorry guys," Will apologized. "But it _is_ our honeymoon…" Grace smiled and shook her head. Jack made a gagging motion as Will and Karen sat back down before sharing one last loving look. Karen mouthed "I love you" before taking another swig of her drink and digging into the rice and vegetables on the plate in front of her.


	25. Another Valentine's Day

CHAPTER 25

Three months later, and it was Valentine's Day again. After realizing it would be the anniversary of her and Will's first night together, Karen decided they should celebrate.

"Right here, honey, this is good," she instructed Will as he laid down the big Burberry blanket. They were on the rooftop of the manse, Karen's favorite place in the whole world. This particular spot on the roof was only accessibly by a small staircase in the back of the kitchen, so no one ever came up there. This spot was so high up and so far removed from the lights of Manhattan that it was the only place Karen could go in the city if she wanted to look at the stars.

"Karen, are you sure about this? It's the middle of February. It's like, freezing out here," Will pointed out as he wrapped his arms around himself and shivered. Although they were both wearing heavy coats, he was right, it was quite cold.

"Yeah, honey, I'm sure," Karen responded happily, pulling a bottle of champagne and two crystal champagne flutes out from inside of her coat. "Don't be such a wimp, Wilma," she teased and sat down on the blanket. He joined her as she opened the champagne.

"So, you know what today is, right?" Will asked Karen, grabbing the bottle from her and proceeding to pour her a glass.

"Valentine's Day," she answered simply, taking the glass from him and sipping a small amount.

"That's right," he said. He grinned at her as their eyes met.

"It's also the day that I realized my life was going to change forever," Karen purred, snuggling up to him as he wrapped his arm around her. Will let out a content sigh of agreement.

"Karen, are you happy?" he asked her.

"What?" she responded, slightly surprised.

"Are you happy with all of us this? With us?" he asked, gesturing with his champagne flute.

"Honey, are you kidding? If I wasn't happy I wouldn't be here," she told him, placing a soft kiss on his neck. He shrugged.

"I know, I know, you're right," he consented. "Sometimes, though, I just wonder if you don't feel trapped by me," he told her truthfully. She broke free of his embrace and positioned herself so she was straddling him, her face barely two inches from his.

"Honey, no one can trap me. I'm not an animal. I can't be caged," she whispered, looking at his lips. He didn't respond, just extended his neck enough to delicately kiss her red pout. She smiled and moved back by his side.

"Oh! I have something for you," she suddenly remembered, reaching into her pocket. Will was curious and positioned himself so that they were now both sitting Indian style, facing each other. She smiled brightly at him as she handed him a folded piece of paper. He took it from her, eyeing her suspiciously.

Karen's heart was pounding in her chest as she watched Will unfold the small, glossy photograph. She waited, holding her breath, as he stared at it. His face was expressionless for a few seconds before he slowly looked up at her, tears in his eyes.

"Is it…?" he started. She nodded. "Oh my God, Kare!" he exclaimed as he threw his arms around her. After kissing him on the cheek, she shifted so that she was once again next to him and they both looked down at the photo in his hands. It was hard to make out what the black and white picture was of, and quite frankly it didn't look like much was there. But they both beamed as they looked at the very first picture of their baby.

Will laughed as he took Karen in his lap and read the small text at the bottom of the picture.

"_Truman baby. Six weeks."_

Karen giggled.

Five minutes later, Will was still glued to the sonogram.

"I just can't believe it," he mumbled, not looking away from the ultrasound of Karen's uterus.

"Yeah? Well you'd better believe it, because in 7 and a half months it's going to be pretty hard for us to do anything like this," Karen said, taking the picture out of his hands and folding it back into her pocket.

Will took her small face in his hands as their visible breath floated between them in the cold night air. They looked into each other's eyes for a long while before finally pressing their lips together hungrily.

"Will, I love you so much," Karen whispered as Will began to kiss her neck.

"Me too baby, me too," he responded as he slipped his hand into the waistband of her pants. She moaned beneath his touch as her own hands pushed up underneath his coat. With his free hand, Will unzipped Karen's coat and gently pushed it down off her shoulders. The cold air sent a shiver down her spine as she removed Will's hand from her pants. She placed her hands on his shoulders and pushed him down onto the blanket. Once he was down, she grabbed the zipper of his coat with her teeth and seductively moved down his body as she slowly unzipped it.

Will gasped as his coat fell open and Karen began licking and kissing his lower stomach as her hands pushed his shirt up. Her mouth worked its way to the button on his pants, which she quickly undid. Knowing it was too cold to remove all of their clothes, she unzipped his pants and reached into his boxers for what she was looking for.

Karen's cold fingernails on Will's member sent a chill through his body. He ran his hand through Karen's hair as she began stroking and sucking on him. She was getting incredibly turned on by his reaction to her ministrations, and knew she wouldn't be able to draw this out for much longer.

Will reached down and pulled Karen back up to him, and relished the feeling of her warm body on his now bare chest as she ran her feet up and down the inside of his legs. He had to have her.

Having already unzipped her pants, Will pushed them down off of her hips as far as they would go before reaching a foot up to push them down the rest of the way. He felt Karen shiver as her legs were exposed to the cold, and he instinctively grabbed the corner of the blanket and rolled them up in it. Karen reached down and removed her g-string as Will's hand roamed beneath her shirt.

"Get on top of me," Karen commanded.

"Why?" Will asked her, breathlessly. He loved when she was on top, where he was able to fully admire her magnificent body.

"Because you won't be able to before much longer," she explained, sitting up and pulling him with her. He smiled at her reference to her pregnancy, and fulfilled her request by flipping them over and pushing her back down.

Karen moaned in Will's mouth as he entered her. Her hands roamed his neck and back as he buried his face in her sweet-smelling hair and began pumping in and out of her.

"Mmm yes…" she moaned in his ear. Her warm breath made him light headed as his thrusts became more frequent.

"You like that, Mrs. Truman?" Will purred.

"Oh Will…" she breathed, as she felt her orgasm building. Will felt it, too, and positioned himself so he was hovering right above her. They didn't take their eyes off of each other as they climaxed in perfect unison.


	26. The Big News

CHAPTER 26

Karen hopped up onto the counter across from where Will was sitting at the center island reading this morning's edition of the _Times._

"Good morning, sweetie," Will greeted her, looking up from the newspaper. Karen swung her dangling legs as she sipped a tall glass of orange juice. "I sure hope there's no Bailey's in that," Will teased her, smiling broadly as she raised one eyebrow at him.

"Why not?" Grace asked, making her presence known as she strode through the kitchen door of the Walker-Truman manse. Will and Karen looked at each other for a minute before Karen hopped down from the counter and grabbed her purse.

"Sorry kiddles, but I have to run. I'm taking Jack shopping this morning and I'm already running late," Karen told them as she kissed the top of Will's head.

"Love you," he told her.

"Love you too. Bye, Gracie," Karen waved as she exited. Will shifted uncomfortably in his seat. He and Karen hadn't told Grace and Jack yet about the baby, and had picked today to split them up and share the big news. Karen knew how big of a deal this would be for Grace, so she decided that it would be best if Will was the one to tell her.

"So what's up?" Grace asked. She knew Will had asked her over for breakfast because he had something he wanted to talk about, and now she was even more suspicious considering the weirdness that had occurred when she had come into the kitchen.

"Grace, sit down," Will instructed her as he folded up the paper and placed it off to the side.

"Ok, what?" Grace asked, starting to get a little panicked.

"What do you mean? We just haven't had any "us" time in awhile; can't we just sit down and have a nice breakfast?" Will asked. He wasn't doing a very good job of hiding how nervous he was.

"Will, what's going on?" Grace leveled with him, pulling up a chair next to him. He sighed, defeated.

"I wanted you to come over here so I could tell you in person…Karen and I are going to have a baby," he told her. He searched her face as she sat in silence, trying to read her expression.

"I know that already. You told me months ago that you two had decided to start trying," Grace reminded him, confused.

"No, I mean…Karen's pregnant," he explained. Grace's eyebrows shot up in surprise. Her eyes broke away from Will's as she studied her hands, which were folded on the table in front of her.

"Wow," she whispered. Will sighed.

"That's it? 'Wow'?" he asked.

"Well what do you want me to say, Will?" she snapped at him.

"I don't know, maybe 'congratulations,'" he told her, his tone condescending and slightly wounded.

"I'm sorry, Will, but this is big," she said quietly, shrinking away from him.

"I know it is!" he practically exploded. "This is the best thing that's ever happened to me, Grace! You know how much I've wanted kids and never thought it would happen. Can't you at least be happy for me?" Will was standing now, pacing the length of the kitchen as Grace sat calmly at the table.

"Will, I _am_ happy for you, I really am," Grace told him. His face softened as she continued. "It's just…it's a little weird for me. It was weird when you and Karen got together…weirder when you got married, but then all that really changed is that you moved in here. But, a baby…this changes _everything. _Not to mention that too long ago I thought _I_ would be the one having your baby one day. I love you, and I love Karen, and I am so glad that you two have found happiness together. This is just a lot for me to wrap my mind around," she explained to him. Will smiled and grabbed her hand, sitting back down.

"I know, I know. I'm sorry. We knew this would be a big deal, which is why Karen wanted me to be the one to tell you," Will told her.

"Why is that?" Grace asked him.

"Because, sweetie, you're my best friend. Your opinion means a lot to me. And this is the biggest thing that's ever happened to me, and you're going to be a big part of it," he told her, smiling. She matched his smile and stood up to pull him into a hug.

Across town, Karen and Jack were pawing through the piles of cashmere sweaters in the Bergdorf's men section. Jack had his eye on a powder blue one he had seen in a catalogue, so he and Karen had spent the last ten minutes trying to find just the right shade to bring out his eyes.

"Hmm, I don't see one I like Kare. Maybe we should try somewhere else," Jack suggested, disappointment in his voice. Karen saw this open door of opportunity and smiled to herself before speaking.

"Sure, Poodle. Why don't we try Baby Gap?" she asked innocently.

"Karen! Why would we go to Baby Gap?" he scoffed, re-folding a sweater he had just pulled out of the pile. "There's nothing there that I need." Karen took a deep breath and cleared her throat.

"But there's a lot there that I'm going to need," she told him, focusing all of her attention on the silk neckties that were folded on the table in front of her.

"What? What would _you_ need at a baby store?" Jack asked densely. Karen didn't say a word, just looked up at him, a small smile on her face. Suddenly, realization dawned on Jack.

"Oh my gah!" Jack gasped, grabbing Karen's tiny hands in his own. "You're going to have a baby?" he asked, jumping up and down.

"Yeah, Poodle!" Karen answered enthusiastically, now jumping with him.

"Karen this is so exciting! I am so happy for you!" Jack exclaimed.

"Thanks, Jackie. I'm so glad you're as happy as Will and I are," Karen told him.

"Of course. How far along are you?" Jack had stopped jumping now, and had knelt down on the ground to place his face next to Karen's stomach. Karen giggled and tickled his shoulders.

"Almost three months. We wanted to wait to tell anybody until after I was through the first trimester," Karen explained.

"Wow…there's been a baby in here for three months," Jack said, in awe as he rested the side of his face against Karen's stomach. "Now that I'm down here, I can tell you are pudging out a little bit," he told her. Karen laughed as he stood back up.

"Yeah, well, it's going to get a lot worse than this," she grudgingly informed him. He smiled and wrapped her in a warm hug before the two of them took off down the escalator to head back out to Fifth Avenue.


	27. Jack Volunteers

CHAPTER 27

The mood in Grace's office that morning was more of that of a party instead of a place of business. Grace was standing at her sketching table, half-heartedly working on sketches for her newest client's living room as she talked and laughed with Jack and Karen. They were seated on the other side of the room, behind Karen's desk. Karen had her feet up on Jack's lap and was flipping through a baby name book as he rubbed her feet.

"Here, Karen, let me look at it," Jack requested, holding out one of his hands towards the book.

"Ok, but keep rubbing," Karen instructed as she handed it to him. He grabbed the book and scanned the page it was open to while keeping one hand on Karen's stocking foot.

"Oh here's a pretty one! Clitorissa," Jack exclaimed. Karen's frowned as Grace laughed, coming over to stand behind Jack and look down at the book.

"Jack, that says 'Clarissa,'" she corrected him.

"Ew, that is disgusting," he remarked, scrunching up his face in disgust. Karen nodded in agreement.

Just then, the elevator chimed and Will walked out. He stopped short at the beautiful sight in front of him; his two best friends doting on the woman he loved, her delicate hands resting on her ever-expanding belly which contained his unborn child. The three of them looked up at him, smiles on all of their faces.

"Oh hey, Will. What are you doing here?" Grace asked, moving back towards her desk.

"Just thought I'd stop by to take my favorite ladies out to lunch," he answered her, moving behind Karen's chair to place a kiss on the top her head and rub her shoulders. Jack pouted and let out a grunt of disapproval.

"Jack, I said my favorite _ladies_. That includes the ladies that are trapped in a man's body," Will joked, reassuring Jack that he was invited also.

"Yay! Will's here," Jack exclaimed, clapping his hands together.

Twenty minutes later, they were standing in the foyer of the Astor Café waiting to be seated. Will was standing behind Karen with his head resting on her shoulder and his arms wrapped around her belly.

"You two are so adorable," Grace remarked, fishing around for her lip gloss in her purse. Will and Karen giggled, then suddenly froze. Karen gasped.

"What? What's going on?" Jack asked, taking note of Will and Karen's sudden shock.

"Honey, what the hell was that?" Karen asked, turning to face Will, whose hands were still on her stomach. She looked and sounded panicked.

"Karen, I…I think the baby just kicked!" Will told her, his face turning from surprise to excitement. Karen smiled at him and let out a small "oh."

"Karen that's so exciting!" Grace exclaimed, moving towards her with her hand outstretched. Before she knew it, Karen was surrounded by Will and their two friends. Will was kneeling front of her with one ear pressed to her protruding stomach. Grace and Jack stood on either side of him, each with one hand on the sides of her belly.

"That's incredible," Will remarked, listening to the sounds of his child moving in Karen's womb. As if the baby could sense what was happening, it continued to move and kick as the four of them oohed and aahed.

"Truman, party of four? Your table's ready," the host announced from behind the group, breaking their mutual trance.

"Ok, ok, show's over," Karen quipped, taking Will's face in her hands and pulling him up. As Grace and Jack followed the host into the dining room, Will embraced Karen and planted a soft kiss on her lips. He placed one hand between them on Karen's stomach.

"Have I told you today how much I love you?" he asked her, rubbing his nose to hers. She smiled. "And you!" he said, looking down at Karen's belly after feeling their child give one last, strong kick.

"Are you guys coming?" Jack called from inside the dining room. Will and Karen hurried over to the table where Grace was already seated.

After giving the waiter their drink orders, Karen cleared her throat and began to speak once she had everyone's attention.

"So guys, Will and I were talking the other night," she began, looking back and forth between Grace and Jack, "and we have something we'd like to ask you." Grace and Jack exchanged glances.

"Ok…" Grace said.

"Will you guys be the baby's godparents?" Will asked.

"Of course!" Jack and Grace answered in unison.

"Thanks, guys!" Karen said excitedly.

"How much does that pay?" Jack asked, cocking his head to one said. Grace sighed.

"It doesn't pay anything, genius," Will answered sarcastically as Karen laughed.

"Oh. Well that's ok, I guess I can do it on a volunteer basis," Jack concluded. The others laughed and the four of them shared a wonderful lunch together.


	28. Love and Loss

CHAPTER 28

Will moaned as he rolled over to reach the phone on his bedside table. It had been ringing for a couple of minutes already, but he was only just beginning to come out of his sleepy haze enough to be able to answer it. He glanced at the clock before picking up the receiver. _5:24_.

"Hello?" he answered groggily as he rubbed his eyes.

"Will? Will!" answered Marilyn's voice on the other end. She sounded panicked.

"Mom? It's me – what's going on?" Will sat up and swung his legs over the side of the bed, suddenly more alert at the sound of his mother's frantic voice. He felt Karen stir next to him.

"Will you need to come to the hospital right away," Marilyn croaked out.

"Ok, ok. Is it Dad? What happened?" Will frowned as he placed the phone in the crook of his neck and shoulder and pulled his boxers on in the dark. Karen was sitting up now too, interested in the conversation that had her husband so concerned. She ran her hand slowly along his back and pressed her check into his shoulder blade.

"Ok Mom, just calm down. I'll be there as soon as I can. I love you," Will hurriedly told his mother before hanging up the phone. As soon as Karen heard the click of the "off" button, Will jumped up from the bed and began to scramble around the room getting dressed.

"Will, what happened? Is everything ok?" she asked from the bed. Will clicked on the bedside lamp before pulling a t-shirt over his head. His eyes met hers for a moment and he frowned, worry etched all over his tired face.

"No, um…my dad had a heart attack," he told her. Karen gasped and crawled over his side of the bed to stand next to him and wrap him in a tight hug, halting his frantic actions for a brief second. He buried his face in her hair and sighed deeply, willing away the tight feeling in his throat. Against his stomach, he felt the baby kick.

Thirty minutes later, Will and Karen were hurrying through the automatic doors of the hospital. Karen laced her fingers with Will's as they rushed to the front desk. The sun was just coming up and the large lobby looked much more peaceful than they were feeling. The receptionist at the desk greeted them with a friendly smile.

"Hi I'm looking for George Truman – " Will began, but was interrupted by Marilyn appearing through a doorway to the left of the reception area.

"Oh Will, thank God you're here!" she exclaimed, running over to where he and Karen were standing and throwing her arms around him.

"Mom," he sighed. "How is he?" Will asked her as Marilyn turned to hug Karen.

"We don't know anything yet," Marilyn answered, turning away from Karen to lead them into the emergency room waiting area. "He's been in the operating room for almost two hours."

The three of them settled onto a large couch situated towards the back of the waiting room and Karen pulled out her cell phone to call Grace as Marilyn began recounting the details of George's heart attack to Will.

Ten minutes later, Will's older brother, Sam, joined them in the waiting room, followed closely by Grace. They each took a turn hugging Will and Marilyn, Grace offering words of comfort to her best friend and his mother and brother. She took a seat in a chair adjacent to Karen and reached out to put a hand on her knee.

"We don't know anything yet," Karen answered Grace's silent question while Marilyn explained to Sam what had happened earlier that morning. Grace was surprised by Karen's appearance; her hair was pulled back into a sloppy ponytail, she was wearing very little make up and she had her glasses on. The maternal glow Grace had gotten used to was replaced by an overwhelming worry and anxiety that had Karen on edge. She absentmindedly ran a hand over her nearly seven month pregnant stomach and bit the inside of her lip, lost in thought.

The five of them were quiet as they waited to hear anything from the doctor. Will was pacing the room and Sam had just returned from the cafeteria with muffins and coffee for all of them when Grace decided to break the silence.

"So, how come you guys haven't found out the sex of the baby yet?" she asked Karen before biting into her muffin. The question brought Karen out of her thoughts and she snapped her head up in surprise before answering Grace.

"Huh? Oh…um, I don't know. We just want to be surprised, I guess. We already have a nursery so we didn't need to know any colors for decorating or anything," Karen answered. Turning the group's attention to the new baby lightened the mood of the room and Marilyn piped up next.

"I think it's going to be a boy," she predicted, as she reached out to Karen's belly to feel her future grandchild move beneath her hand. Karen just smiled and shrugged.

After another 20 minutes, a doctor appeared at the door. Both Karen and Marilyn looked up when he called for Mrs. Truman. Marilyn glanced warily at Will and Sam before grabbing each of their hands and following the doctor through the door. Karen and Grace watched through the glass as he began speaking to the three of them.

Although Grace and Karen couldn't hear the conversation they were watching, it was immediately clear what was being said. Karen's heart dropped as she watched Marilyn collapse into Sam in a fit of hysterics and Will's head slowly dropped to his chest. He took a deep breath and looked up to catch Karen's eye through the glass. She felt a tear slide down her cheek as she and Grace rushed to meet them in the doorway.

Will found Grace's arms first as he mumbled what they already knew.

"He's gone."

"Oh, sweetie," Grace half whispered as Will moved to Karen's embrace. He wrapped his arms tightly around her small frame.

"Honey, I am so sorry," Karen whispered in his ear. He buried his face further into her hair and kissed her head.

"I love you," he told her.


	29. On Fatherhood

CHAPTER 29

Grace picked up the remaining plastic cups that were sitting on the coffee table and threw them into the garbage bag she was holding in her other hand. Most of the guests from the visitation had left, and for the moment Grace was alone in the Truman family living room. As she heard Karen approaching from the kitchen, Grace turned to face her.

"How's he doing?" she asked, sweeping some stray peanuts off of the table and into the garbage bag. Karen sighed and sat down on the couch behind Grace. Her eyes glanced towards the kitchen, checking for any sign of Will.

"I don't know, honey. He won't talk to me about it; I don't even know if he's had a good cry," Karen confessed to Grace as she propped her legs up on the coffee table in front of her.

"I was wondering about that. Will never has been good at grieving," Grace sighed, pulling a knot through the handles of the plastic bag and settling down on the couch next to Karen. "But what about you? How are _you_ doing?" Grace asked, wrapping an arm around Karen's shoulders and placing her other hand on Karen's stomach. Karen smiled and laid her head on Grace's shoulder.

"I'm OK. Tired, but OK," she told her. "Thanks for helping clean up. Anything we can do for Marilyn to help…"

"Of course. I'm really going to miss George," Grace remarked. Karen took in her words and sat up to look at Grace.

"You know, I didn't really know him that well," she began, furrowing her eyebrows. "His son is my husband and the father of my child, and I barely had a relationship with him."

Just then, Will and Jack came into the room, causing the two women to halt their conversation and look up at them.

"Hi, guys," Will mumbled as he sank into the captain's chair opposite the couch and loosened his tie. Karen smiled at him and Grace reached over to place a hand on his shoulder. Jack stood behind Will and leaned against the back of his chair, resting his chin in his hands.

"That Jordie sure is something," Jack commented. "And he was sure upset at the funeral."

"Well, his only remaining grandpa was taken from him," Grace told him. Jack shrugged.

"That would be awful, being a kid and not having your grandparents around," he commented. Karen looked down at her lap, suddenly realizing that her own child would never know either grandfather. The four of them were silent for a few moments before Grace stood up and moved toward Will.

"Jack and I should get going. Call me when you're ready," she told Will, hugging him tightly. He kissed her cheek and thanked her before hugging Jack. After Grace and Jack said good bye to Marilyn, who was still in the kitchen, they left, leaving Karen and Will alone in the living room.

"Honey, I'm worried about you," Karen told Will. He bent over to take off his shoes and threw her a look.

"I'm fine, Karen," he told her, but his voice told her otherwise. He saw her worried look and knew she was seeing right through his act. Will sighed and sat down on the floor in front of Karen, leaning back into the couch next to her legs.

"Will, I know you're not fine. And no one expects you to be," Karen told him. With some effort, she slowly hoisted herself off of the couch to position herself between his legs, her back pressing against his chest. He wrapped his arms around her and pulled her closer to him. The warmth of her body was comforting to him and he rested his chin on her shoulder, taking in her sweet scent.

"I just…I miss him so much," Will's voice broke as Karen felt the wetness of his silent tears on her neck. She rubbed his hands and arms that were holding her tightly as he continued. "It's so hard thinking about the fact that I'm about to become a father and I just lost my own…I can't bear to think about our child not having me." Will sniffled as Karen felt a tear of her own slide down her cheek.

"Will…you're not going anywhere for a long time. Our child _will_ have his father," she told him and turned her head to kiss his cheek. His hands gently caressed her belly. "And you're going to be great."

"_His_ father?" he asked. "You think it's going to be a boy?"

"I do," she answered, placing her hands on top of his and matching his circular motions over her tight stomach. "And I'd like your father's name to be in his, somewhere," she told him. They hadn't picked a name yet, but Karen thought it would be appropriate to name him George, or at least give him that middle name.

"I really love that idea," Will responded, kissing her hair.

"I really love you," Karen giggled, leaning back into him and adjusting her shirt over her big bulge. "You should go check on your mom. I think I hear the dryer going," Karen told him. It was no secret anymore how Marilyn masked the sound of her sobs.

Will nodded and stood up behind Karen before grabbing one of her hands and placing an arm around her waist to help her up from the floor.

"She really likes you, you know," Will told Karen as she stood up.

"Yeah?" Karen asked. Despite the fact that she and Will were no longer newlyweds, she and Marilyn had not spent a lot of time together. Karen smiled. "I'm glad."

She reached up and wiped the tears from Will's face. He grabbed her wrist and sighed as he placed a kiss on her palm. She caressed his cheek with her thumb and Will pulled her into an embrace before kissing her deeply.

"You've made him proud, Will," Karen whispered into Will's ear as he hugged her one last time before going to comfort his mother.


	30. In the Motherhood

CHAPTER 30

"Mmmmm thanks, Jackie," Karen moaned as Jack massaged her back. The two of them were curled up on his couch and had been talking and laughing for hours that afternoon.

"Karen I'm so excited for the baby to come! It seems like you've been pregnant forever," Jack quipped as he karate-chopped Karen's upper lumbar.

"I know, Poodle, I know," she agreed, letting her head roll forward so that her chin was resting on her chest.

"What's it like?" Jack asked as he continued to knead her tense muscles.

"What's what like?"

"Being pregnant."

"It's weird. It's uncomfortable. It's…wonderful."

"Can you feel everything the baby does?"

"Not everything. Only when he's riled up."

"Isn't it bizarre to think about the fact that that little baby that's been growing inside of you for eight months is going to be a real person someday?"

"Well, Jackie, that's kind of the point."

"A little Will or a little Karen."

"Mmhmm. That's the best part, I think. That we did this together," Karen mused as she ran a hand over her enlarged stomach. She tried to picture what a person that was half of her and half of Will would look like. Jack stopped rubbing her back and turner her around so that she could massage his.

"I just can't believe this is all happening. So much has changed in the past couple of years…I mean, it wasn't too long ago that Will was supposedly gay! And now look!" Jack said as he reached a hand behind him to tap Karen's stomach. She laughed and shook her head.

"I know, it's too weird. Again, wonderful but weird. Sometimes I can't help but feel guilty," Karen told him as she reached a hand up to scratch behind his ear.

"Guilty about what?" he asked.

"Oh, you know…sometimes I just feel like the universe got something wrong. Like Grace should be in my place right now. She's the one who loves kids, the responsible one…the one who has always loved Will," Karen finished, her tone suddenly turning serious. Jack turned around to look at her.

"Karen, you've always loved Will too, remember? You just haven't known him as long," he reminded her. They stared into each other's eyes for a moment before he spoke again. "Are you scared? Of becoming a mother?"

Karen scoffed.

"Of course I am!" she exclaimed. "It's scary enough that there's this…this _thing_ growing inside of me that I have no control over but am completely responsible for…and in just a few weeks it's going to be a baby! A living, breathing, little baby that I have to keep alive!" as she said this last word, Karen unexpectedly burst into tears. Jack backed away at first, shocked at her sudden outburst, but quickly pulled her into a hug.

"Karebear, you're _going_ to be able to keep the baby alive!" he tried to comfort her.

"Ok so what if I do? Then what? Then this baby becomes a kid, and the kid becomes a teenager…who's going to have problems and a life of their own and I'm supposed to what? To teach this person how to live their life? How the hell am I supposed to do that? My solution to everything is to pop a couple pills and chase them down with a bottle of Vodka! I don't have any answers," she continued through her tears.

Jack had only seen Karen open up like this a couple of times before, and he always loved when she did. It made her more real somehow, more human. And for once, he loved being the reasonable one for her to lean on.

"I don't think you're supposed to have all the answers, Kare. No one expects you to be perfect. Being a parent is a learning process," he explained to her, stroking her hair.

"How would you know?" she barked, pulling away from him slightly. He threw up his hands in exasperation.

"I have a son of my own, if you recall," he reminded her, referencing Elliot, the product of one of Jack's sperm donations. Karen nodded and placed herself back in Jack's arms as her sobs slowed and she wiped away her tears.

"I'm sorry, Poodle. My hormones are all out of whack," she apologized.

"I understand," he told her sweetly, patting her hair. "You're going to be a great mom, you know."

"You really think so?" she asked incredulously, but wanting to believe him.

"I know so. Because you've been a great mom to me," he told her and squeezed her tight. She smiled as he laid them down on the couch with her head resting on his chest.

"This is nice, Jackie," she remarked, yawning. It wasn't long until she heard him softly snoring as her head rose and fell on his chest.

As sleepy as Karen was, her mind was keeping her from falling asleep. One of Jack's hands was resting lightly on her belly, and she liked the feeling of his hand gently embracing her child. She couldn't wait to experience motherhood with her three best friends. _Motherhood. _She repeated the word over and over in her head. It wasn't too long ago that she was convinced she would never be a mother. She never got pregnant when she was with Stanley, and besides, he hadn't wanted any more children. This whole pregnancy thing was completely new to her, and, as reluctant as she was to admit it, was changing her. Suddenly she was living for something more than just her own daily existence. She had felt the beginnings of this when she had fallen in love with Will, when he had consumed her heart. Now that she was about to give birth to their child, she felt it had come full circle. She felt much more grounded now, and like she didn't have to hide her insecurities anymore. She had put on a strong front to the world so that no one would see how unsure she really was, but now that she was letting people in she was actually turning into that strong, fearless woman. Except for when it came to her pending childbirth and the responsibility that would follow. Of this, she was scared, no matter how much Jack and Will tried to comfort her.

She sighed as she thought about this and looked around Jack's small apartment. Her eyes came to rest on a picture of the four of them, laughing with their arms around each other. It was an old picture, taken long before she and Will had become involved, but they were standing next to each other and his arms were wrapped around her. She smiled looking at her thin frame and slender waist, then looked down at her now huge circumference. _Unbelievable_. She looked back at the picture, specifically at how happy Will looked. Yes, she was scared, but she also knew that he was going to be there with her through it all. And that was an incredibly comforting thought.


	31. A Glitch in the System

CHAPTER 31

Will flipped on the light to the library and leaned against the door frame. Karen was there, sitting on the white love seat in front of the fire place flipping through an old photo album by the light of the fire. She didn't turn around or look up at all as the bright white light flooded the room.

"Why aren't you sleeping?" she asked him as she carefully studied the open page of the album.

Will didn't answer her question but instead sat down next to her.

"What are you looking at?" he asked, leaning into her to examine the black and white photographs glued to the page.

"My baby album," she mumbled in response, lost in thought. He watched as her hand traced the edges of an old Polaroid photo of a little dark-haired toddler balanced precariously on the lap of a smiling older man.

"Is that him?" Will asked, making a mental note of how much Karen looked like her late father.

"Yeah," she breathed. She flipped the page, revealing a slightly newer photograph in faded color of Karen and her mother Lois. "I wish she was here," Karen voiced. Will nodded.

"I know," he agreed, rubbing her back slowly with one hand. "Why didn't you call her?"

"I don't know, honey. I guess because it didn't seem right. She hasn't been a part of my life for years, why should she now?" Karen rationalized, not taking her eyes off of the picture of her child self and her mother.

"But Karen, it's not just your life anymore. Don't you want our child to know his grandma?" Will asked gently.

"Well he's already got Marilyn," she responded, almost immediately.

"Yeah, but she's the only one now. Don't you think Lois would want to be part of her grandchild's life?" Will prodded. Karen sighed and finally looked up at him. She looked tired.

"Well she obviously didn't want to be part of mine," Karen answered. She didn't say anything more about it for several minutes as they continued to look at photos of Karen at all ages.

On the last page was a family photograph. Karen was older in this picture and there was another little girl, younger than Karen there too. Will realized this must be Gin, Karen's younger sister. "This was the last picture taken of all of us together." Will smiled at how cute his wife was as a child.

"This kid's going to pretty good lookin'," Will mused, nodding towards Karen belly.

"Lord, I hope so," she laughed. He chuckled and ran a hand through her hair.

"I can't wait to meet him," he told her.

"Me neither," she agreed, meeting Will's lips in a kiss.

As if on cue, Karen felt an enormous kick from the baby, followed by a shooting pain. She cried out as she clutched her belly and the room started spinning. As Will reached for her, she felt a warmth spreading between her legs and looked down to see that her water had broken.

A million things rushed through Karen's mind. _Oh my God, it's happening. Wait – it's too early! Where's my bag? Why does it hurt so bad?!_

Will was helping her to her feet, himself already in a panic, when suddenly Karen let out a spine-chilling scream. Will scrambled to catch her as her frame went limp in his arms. He felt something warm and wet splash against his leg and looked down. He gasped as he realized the source of the wetness. There, where Karen had previously been sitting on the white sofa, was a rapidly growing pool of blood.


	32. Good Morning Son

CHAPTER 32

When Karen came to, she was on a stretcher and being lifted into an ambulance. She tried to sit up to find Will, but immediately felt hands on her shoulders pushing her back down as she did so. She began to cry out Will's name, but was immediately hit with another contraction that ripped through her body like a machete. She gasped as the pain hit her and squeezed her eyes tightly together.

When she opened her eyes again, once the pain of the contraction had subsided and she now felt just a dull pain through her lower abdomen, Will was standing over her with a worried look on his face.

"Will what's happening?" she choked out. His eyebrows pulled together in the middle.

"Something's wrong," he told her hurriedly, not elaborating. He held her gaze as she felt an ambulance technician put an IV into her left arm. She felt another contraction hit and jerked on the stretcher.

"Mrs. Truman, I can't give you this if you don't stay still," the technician told her. His voice was gentle, but she sensed the urgency beneath his calming tone. She gritted her teeth and tried to focus on Will again. There were tears in his eyes.

Almost immediately after the IV had been administered to her, Karen's body began to relax. But her mind was still racing.

"Will – what's – the baby," she stumbled on her words and searched his face for answers. Before she could determine anything, though, she saw her field of vision begin to narrow rapidly and the sound of the sirens began to fade away and she knew she was succumbing to unconsciousness.

The rest of the ride to the hospital was a haze for Karen. She was in an out of consciousness, and when she was conscious the only thing she could focus on was the intense pain of her contractions. She tried to make her eyes focus but couldn't make sense of the shapes or sounds of people moving around her.

Finally, after being wheeled into the operating room, Karen began to regain full consciousness. She noticed she was now wearing a hospital gown and Will was at her side in a set of teal scrubs. She could hear the frantic beat of one heart monitor to her left, and to her right another, this one emitting a slightly slower rhythm. She wiped her eyes with the back of her hand and immediately reached out for Will as another contraction hit. They were coming fast now, she could tell.

"Ok Mrs. Truman, you're going to have to start pushing now," a nurse standing by her feet instructed in a rushed, urgent tone. Karen looked around in confusion at Will and the ever-growing number of medical personnel gathered around her.

"What? But I just got here – I – I'm not ready," Karen cried, frantically. Will grabbed one of her hands and tried to calm her. The wires attached to her chest felt cold against her skin.

"I'm sorry, Mrs. Truman, but you have to. We have to get the baby out," the doctor told her, readying herself to deliver Karen's baby.

"But I need Jackie – I need Grace!" Karen yelled. Suddenly her fantasy of the perfect delivery of her child was crashing down around her. There were no smiling faces; only scared ones. With the exception of Will, she was not surrounded by the people she loved, she was surrounded by strangers. "I need an epidural!"

"Karen, it's too late for that. You _have_ to do this!" It was Will's voice now, and he was pleading. She was breathing heavily as she searched his face, tears welling behind her eyes. The two heart monitors rang loud in her ears and she felt two more nurses take hold of her feet and pull her legs apart.

"Ok. OK!" she cried, nodding vigorously and bracing herself for her coming contraction. She felt a bead of cold sweat run down her temple.

"Ok, on this next one you're going to bear down as hard as you can, ok?" the doctor instructed her. She nodded again, clutching Will's hand.

This contraction hit her hard, and she cried out in pain as two tears escaped her eyes and rolled down her face, mixing with her sweat. She tried to concentrate on her baby as she pushed with all of her might.

"Good, that's good!" the doctor yelled. "Standby," she called over her shoulder to a small group of nurses that were waiting by the door.

"That's great, sweetie," Will told Karen as he wiped her forehead.

"And again," the doctor told Karen, more calmly now. Karen felt another surge of pain and she squeezed Will's hand, this time biting the inside of her lip to prevent herself from screaming. She took a deep breath and planted her chin to her chest, using all the strength she could muster to push.

"I see the head – I see the head!" the doctor exclaimed between Karen's legs. Will smiled widely and kissed Karen's hand that was clutching his. "One more!"

"Just one more push, Kare," Will told Karen.

"I know just one more, Wilma! I can hear her, damn it!" Karen barked back at him. She felt another contraction hit and she gasped as the pain overtook her. She threw her head back onto her pillow and looked up at the tiles on the ceiling until it had passed.

"Mrs. Truman?" the doctor asked her, confusion and worry in her voice.

"Karen why didn't you push?" Will asked her.

"I – I can't anymore. I can't do it," she responded weakly. She heard the heart monitor to her left start to slow.

"Baby's heart rate is dropping!" the doctor yelled. "Mrs. Truman – " she began, urgently.

"Karen you've got to do this! We can't lose him," Will was pleading with Karen now, tears stinging his eyes. She tried to take deep breaths as the words and the chaos around her began to sink in. She wanted to push, but it hurt so badly and she was so exhausted. She didn't know if she could go on. _Just let me die,_ she thought.

Just then, she caught sight of a red mass through the glass of the operating room doors. Her breath caught in her throat as time slowed down. She looked harder, focused on the red mass. Was it? Could it be? Jack came into view. Yes! It was!

Karen felt an immense amount of relief as she realized her two best friends were here. If they were here, she could do it. She could do it for them. She looked at Will. She could do it for him.

The worst contraction yet ripped through Karen, but she didn't even feel it. She gritted her teeth and braced herself. Her fingernails dug into Will's forearm and the knuckles of her other hand grew white as they gripped the rail of the hospital bed. With everything she had left in her, Karen pushed as hard as she could. She only vaguely heard Will's words of encouragement as she did so.

In her haze, she simultaneously felt her body relax and heard the first cries of her child. They were muted, frantic, but they were real. Her eyes glazed over and Will kissed her cheek, brushing her sweaty hair off of her forehead.

"It's a boy." He sounded as though he were underwater. The nurses and doctors in the corner of the room were a flurry to Karen as they rushed the baby into a different room. Through the open doors, she caught Jack's eye and felt herself blacking out once again as he smiled at her.


	33. Hallelujah

CHAPTER 33

Karen studied the face of the tiny newborn cradled in her arms. His roaming eyes were a light golden-brown and his hair was a mop of auburn waves. He looked only slightly more like her than he did Will, although his skin tone was closer to Will's olive than her pale, but overall he was a perfect composite of the two of them. His tiny mouth opened in a yawn as his eyes squinched together and Karen giggled.

"He's perfect," she cooed, not taking her eyes off of her new son.

"Welcome to the world, Benjamin George Truman," Will whispered, leaning closer into his wife and the infant in her arms to stroke the little boy's cheek. His heart was warmed as Ben feebly reached up his own tiny hand to grasp one of Will's fingers. Karen turned her head to peck Will on the cheek.

"I love you," she told him. She looked down at the baby. "And I love you!"

The instant this baby had been placed in Karen's arms, her world had stopped. As soon as her lips brushed his soft forehead, everything suddenly made sense. All of her previous relationships, Will's inability to love any woman but her, their chance meeting through Grace – it was suddenly so obvious that all of it had been orchestrated to lead up to this very moment; to this new life. Karen could almost feel her existence up until now melting away as she nurtured and loved this new man in her life.

Karen and Will both looked up as they heard a knock on the door and saw Grace peeking through. Once she saw that they were both awake and that they were with the baby, she threw the door open and rushed to their side.

"Oh my God!" she squealed, reaching for Ben. Karen smiled and slightly reluctantly handed him over to her, loving this first interaction between Grace and her son. Jack had come in with Grace and bent over the hospital bed to peck Karen on the lips before hugging Will.

"He's so small!" Jack exclaimed as he sidled up to Grace to get a peek at his new godson. Grace rolled her eyes at Jack.

"He's beautiful guys, really," Grace told Will and Karen. "I can't tell which one of you he looks more like!"

"Well he's got his mother's charm," Jack remarked as Ben looked up at him and immediately began spitting up. They all laughed and Grace handed him back to Will to clean up. Karen leaned her head back against her pillow and closed her eyes.

"You must be exhausted, Kare," Grace told her as she sat down in a chair next to the bed.

"I am. That was the most intense thing I've ever been through," Karen mumbled, keeping her eyes closed and taking Grace's hand. Jack sat on the floor by Karen's torso and rested his head on the bed next to her body so she could rub his head with her other hand.

"We're so glad you're both OK," he murmured. "You really had us worried there."

Karen opened her eyes and looked at Will, who was rocking Ben gently. His eyes were filled with love, relief, and pain thinking about the less ideal outcome that the situation could've yielded.

"I know, Poodle," Karen responded softly. "But we're OK now."

"Do you guys know for sure yet what happened?" Grace asked, looking back and forth between Karen and Will.

"I guess part of the placenta became detached from the uterine wall, which sent Karen into early labor. She lost a lot of blood, which caused her lightheadedness," Will explained, his tone and face serious. "They got Ben out just in time…he still had about a 45% oxygen supply."

"Wow," Grace mouthed. "Do they know what caused it?" She shot a glance at Karen, who was now fast asleep. Will noticed this too and motioned for Grace and Jack to move with him closer to the door, motioning for them to be quiet.

"No, there is no definite cause. It just happens sometimes, I guess," he told them. Jack nodded his head in understanding.

"So, is there a chance that it would happen again? You know, if you guys ever wanted to have another baby?" he asked.

"I mean, there's always a chance, but it's extremely unlikely. It has nothing to do with something being wrong with Karen," Will explained. "Don't worry, I asked."

Grace smiled broadly and placed a hand gently on Ben's small head.

"So you think you guys will try for another?" she asked. Will nodded vigorously.

"This is…the most incredible thing. I don't see how I could ever be satisfied with just one," he told them, staring into Ben's eyes. He caught his breath as he did so, feeling like he was looking into his own eyes.

"Well, we should leave you two alone. Anyways, I need to go call Leo and tell him the news! Hopefully he can stop by when he's off of work," Grace half-whispered to Will. She wrapped one arm around him and squeezed one last time as Jack went over and planted a soft kiss on Karen's forehead.

"We'll be in the cafeteria if you need us," Jack whispered to Will on their way out. Will nodded and looked back at Karen, the steady rise and fall of her chest reassuring him that she was sleeping peacefully. He went back to the chair that had been pulled up next to Karen's bed and sat down in it gingerly, Ben still tight in his arms.

"You are one lucky little man," Will softly told the infant. "You've got Jack and Grace, and me and mommy that love you very, very much."

Upon hearing Will's voice, Karen awoke but kept her eyes closed, listening to the sweet sounds of her husband speaking to their new child.

"You've got the best mom, you know," Will continued, stroking Ben's cheek with one finger. The baby looked up at him and blinked. "She's the bravest woman I know. She's been through so much but the thing she's best at is loving. And she loves you very much. You've made us both very happy," Will finished, his throat becoming tight.

Karen opened her eyes and reached her arm out to gently caress the little bundle in Will's arms.

"I'm sorry, honey, I didn't mean to wake you," Will told her softly. She shook her head.

"It's ok," she told him, smiling. She sat up and opened her arms so that Will could place Ben back into them. "Will?" she said his name lovingly, tenderly.

"Yeah?" he responded, scooting his chair closer to them.

"Thank you," she breathed, and there were tears in her eyes as she looked at him. He scanned her face.

"For what?" he asked.

"For giving me a second chance. At love…and at life," she told him, looking back down to Ben. Will was so overcome with emotion that he couldn't respond. He slid from his chair onto Karen's bed and wrapped an arm around her shoulders, scooting his body up next to hers. He kissed her hair, then her ear and her jaw before finally finding her lips.

They both snapped their heads down to look at Ben as he uttered a small cry. Once he had their attention, he closed his eyes and a sleepy smile crept across his face. They both laughed through their tears. They stayed like that for a long time, the happy little family, all lost in their own thoughts and counting the many blessings they had been given.


	34. Birthday Surprise

CHAPTER 34

Karen opened her eyes as she felt a small body jump up onto the bed and crawl up next to her.

"Mommyyyy!" Ben squealed, creeping up next to her form and peering over her shoulder to see if she was sleeping. She rolled onto her other side to face him and reached out to stroke his hair as he laid down beside her. She noticed how he was looking more like Will every day.

"Hey, dude," she greeted him as she playfully nudged him on the shoulder. He laughed and she pulled him close to her body. Karen noticed Will hovering in the dark doorway.

"Now," he hissed to Ben. On his cue, Ben jumped up on the bed and threw his arms in the air.

"Happy Birfday!" he yelled, jumping up and down. At that same moment, Will flipped on the light and came through the doorway carrying a tray displaying a lovely breakfast for Karen. She scooted herself up to a seated position and rolled her eyes.

"You guys," she chided them, "you're too good to me! Thank you!" she told them, pulling Ben down next to her enough to kiss him on the lips. Will placed the tray over her lap and bent down to kiss her cheek.

"Well, you're worth it," he told her and went around to get in the other side of the bed, Ben between them.

They all had a share in Karen's birthday breakfast as they talked and laughed. When all the food was gone, Karen placed the empty tray on the floor next to her. She sighed as she scooted closer to Will. He wrapped an arm around her and motioned for Ben to come lay in between them. He did so, placing his head on Karen's belly.

"Baby," he mumbled, running his small hand along the silk of Karen's nightgown that was clinging tightly to her rotund stomach.

"What time are we supposed to meet Grace and Jack at the park?" Karen asked Will as her son continued talking to his future sibling inside her belly.

"Uh…2, I think," he answered. She nodded. "Hey Ben, why don't you go get Rosie and tell her its bath time!" Will instructed Ben.

"Honey, I can do it – " Karen began, but Will put up a hand to silence her.

"Not on your birthday," he told her, as Ben hopped down off of their bed and ran through the door. Will followed after him so he could close their bedroom door. He turned back to face Karen and wiggled his eyebrows. She giggled as he made his way back to their bed.

He laid back down beside her and cupped her chin in his hand, pulling her face up to his to kiss her deeply. She matched his intensity and slid her hand under his t-shirt to feel his warm skin under her palm. Will took this opportunity to run his hand along Karen's upper thigh underneath her nightgown, the silk cold on the top of his hand.

Karen pulled his hands away and moved on top of him. She pulled him towards her and pulled his shirt over his head and tossed it aside. Will smiled and reached down to the edge of her nightgown, pulled tight against her spread thighs. He leaned into her and kissed her neck and shoulders as he slowly pulled it up over her head, exposing her full breasts and round belly.

After discarding her nightgown, Will pulled back from Karen, taking in the sight of her pregnant, naked form. She smiled as he ran his hands over the taut skin of her big belly. Will loved Karen pregnant and was anxious to experience as much of her fertile body during these nine months as he could.

Karen hunched over him to kiss him again deeply, their tongues battling gently inside of their mouths. They both took notice of the sound of water running through the pipes below them and knew they didn't have much time before Ben was done with his bath.

Will was still wearing his boxers and reached down to pull himself out. Karen's lips never left his as he did so, and soon he was guiding her hips over his so she could settle down on top of him. She planted her palms on the bed behind her and leaned back in ecstasy as he entered her. Will watched with extreme pleasure as she began to slowly raise and lower her hips on top of him, her breasts bouncing slightly.

He reached up and took them in his hands, gently rolling her nipples with his fingers.

"Oh God, Will," she moaned as he did so. She began to speed up the pace, her brown hair flowing and bouncing behind her. Once Will had finished with her breasts, he leaned down to grab her hands and laced his fingers around her, causing her to lean closer in to him.

"You – are – so- beautiful," Will breathed as his hips matched Karen's thrust for thrust. She sighed and squeezed her thighs tightly around his.

Karen gasped as she felt her orgasm building in her thighs and lower stomach. Will pushed into her harder than ever, wanting desperately to come with her. Karen threw her torso forward and placed her hands on his shoulders, sweat beading up on her forehead. Will threw himself into her again and again as he felt his climax beginning.

Karen was right on the edge too, and when Will saw her roll her head back and close her eyes, he threw a hand over her mouth to silence her cry of ecstasy. Her eyes met his as they reached their peak in unison.

"Oh yeah," Karen moaned as their breathing slowed. She rolled off of him and snuggled into his arms. "That was nice."

"Nice? That was great!" he responded, smiling down at her. He ran a hand along her belly and felt their baby kicking. Karen laughed.

"We would like to thank you," Karen teased, placing her hand on top of his over her belly. She knew exactly what she was doing as she began to move their hands up and down the length of her girth. She threw one leg over his body and positioned herself so that her stomach was aligned with his pelvis. Will instantly grew hard again as he felt her firm bulge on his member. Their entwined hands that were stroking the baby were trapped between their bodies now, and on every pass of Karen's stomach their hands brushed Will's erection.

After three or so minutes of this, Will couldn't take it anymore and grabbed Karen's thigh to enter her once again. They made love one more time before hearing the pitter patter of little feet coming down the hallway.


	35. Epilogue

CHAPTER 35

The sun was shining high that afternoon as Karen and Will sat together on a bench in Central Park. Karen was flipping through a magazine as Will took in the sights and sounds of this glorious day at the park.

"Momma!" Ben's gleeful cry filled the air and Karen snapped her head up as her son came running towards her, abandoning the playground that had been keeping him occupied until now.

Karen set her magazine down next to her and leaned forward on the bench with her arms extended. Ben rushed into her arms and she scooped him up, planting kisses all over his face. He pulled back to examine himself in her sunglasses and she smiled as she watched him make silly faces in the reflection.

Ben turned at looked at Will and reached out for his sunglasses. Will obliged his son's silent request and leaned towards them to let Ben look into them. Will loved watching Ben exploring the world and learning about himself as he got older. He was four years old now and when Will looked at him, he saw a lot of himself.

Once Ben had worn out the amusement of the sunglasses, he settled back down into Karen's lap and placed his head on her belly and she gently rubbed his back in small circles.

"Honey, don't you want to keep playing?" Karen asked Ben. He didn't remove his face from her shirt as he answered.

"I wanna wait for Laila," he told her simply. Karen and Will exchanged bemused looks.

"I think somebody's got a little crush," Will teased, ruffling his son's hair. Ben just ignored him.

Out of the corner of her eye, Karen noticed an unnatural shade of red approaching them that could only mean one thing.

"Hey guys," she greeted Grace and Leo as they walked over to them. Ben's head instantly snapped up and he jumped down from Karen's lap to go greet Grace and Leo's daughter, Laila, as Leo set her down from his shoulders.

"Benny!" Laila squealed, taking his hand as they ran over to the slide. Grace rolled her eyes and Karen laughed.

"Hey, your son better watch it," Leo joked, sitting down next to Will on the bench.

"Excuse me? I believe Laila made the first move," Karen teased in response, standing up to hug Grace.

"Happy birthday, sweetie!" Grace greeted Karen as she kissed her cheek.

"Yeah, happy birthday, Karen," Leo called from the other side of Will.

"Thanks, guys," Karen answered.

"Where's Jack?" Will asked Grace as she settled onto the ground in front of the bench.

"Oh, he just texted me a few minutes ago…I guess his audition is taking a little longer than he anticipated, but he'll be here soon," she explained. Will nodded.

"So, didn't you guys have a doctor's appointment yesterday?" Leo asked Will and Karen.

"Yes, as a matter of fact, we did," Karen responded coyly. Grace and Leo knew that Will and Karen were going to find out the sex of the new baby at this appointment, and Karen loved dragging out the suspense. Grace tapped Karen on the leg.

"So? What are you having?" she asked expectantly.

"Hmm I'm not sure if I want to tell you," Karen teased. She turned to Will. "What do you think? Maybe we should make them wait." Will shrugged, going along with the game.

"It's your uterus," he answered her. Leo scrunched up his face.

"Come on, guys! Just tell us," he pleaded.

"Ok, ok!" Karen said. "It's a girl."

"Ahhh! Karen that's so exciting!" Grace exclaimed, jumping up to throw her arms around Karen. Will beamed.

"I cannot wait to take you shopping," Grace continued.

The four of them turned their attention to the playground as they heard Ben and Laila shriek in unison.

"UNCLE JACK!!!" they yelled, and ran towards Jack's open arms on the opposite side of the playground. As soon as they met him, he began tickling them, prompting them to start screaming and run away from him. The four parents watched the action for a moment before Leo stood up.

"This just looks like too much fun to just watch," he told the other three as he bounded off to go help Jack chase the kids.

As Leo ran off and Karen and Grace continued to chat, Will settled back into the bench, lazily draping one arm around Karen's shoulder. He watched Leo and Jack chasing the two adorable toddlers and marveled at the fact that this was his life now. He remembered the dream he had on Valentine's Day so many years ago, and realized that it was now his reality. He smiled in spite of himself as he rubbed Karen's shoulder with the arm that was hanging around her shoulders and she placed a hand on his thigh, not taking her attention away from Grace.

"You comin', Will?" Leo called from the playground. He glanced at Karen and Grace, still deeply enthralled in their own conversation about the newest addition to the Truman family, then jumped up from the bench.

"Coming!" he yelled back, trotting over to the bunch.

Later that evening, Will lounged on the floor in front of the fireplace of the library as he waited for Karen to come out of the bathroom. He thought it would be the perfect way to spend her birthday evening; talking and loving on the floor in front of a fireplace like they had done their first night together, and now in the very spot where she had gone into labor with their son.

Will looked up as Karen emerged from the doorway, the picture of casual with her hair down, glasses on and wearing her flannel pajamas – open at the bottom of course to accommodate her growing belly, over which she had a simple camisole. She smiled at him as she slowly seated herself next to him on the floor. He placed a large purple cushion behind her for support.

"Is Ben asleep?" she asked him softly, laying her head on his shoulder as he wrapped an arm around her.

"Yeah," he replied simply.

"He and Laila were so cute at the park today," Karen mused. Will nodded.

"It was good to see Grace and Leo again," he said. "Ever since we've all had kids we haven't seen much of each other."

"I know," Karen agreed, the slightest trace of regret in her voice. "I wouldn't trade what we have now for the world, but sometimes I miss when it was just the four of us," she confessed to Will. They both ran through memories of their single lives as four friends for a moment before Will spoke.

"I do too…but things change. We've all moved on to another chapter. Something tells me they will always be in our life, though," he counseled. As he said this, his eyes moved up to the cabinet top where he had first seen the picture of Karen with her baby nephew. All of those pictures had now been replaced with pictures of Will, Karen, Jack and Grace as well as newer family portraits of Karen, Will and Ben. His eyes came to rest on a picture of a two-year old Ben, his eyes wide and a smile spread across his face. He looked down and met Karen's eyes looking up at him, the same sparkle in hers that he was just noticing in Ben's.

"Are you happy, Will?" Karen asked innocently. He frowned.

"Of course I'm happy. Aren't you?" he responded, troubled that she would even ask such a thing.

"The happiest," she responded, smiling. "I just wonder sometimes…you gave up so much to have this life with me," she told him.

"I did," he agreed. "But I did it by choice, Karen. I love you." He kissed her. "Come on, I have a surprise," he told her, jumping up to help her stand. She just looked at him in awe as she watched him walk over to the stereo.

Will hit the play button and soon the sounds of "This Magic Moment" were filling the room. Karen looked at him lovingly as he took both of her hands. He wrapped one around his neck and held the other as he pulled her close to him and they started swaying to the music.

"This is so romantic," Karen purred into Will's neck. "The perfect birthday gift."

Will kissed her hair.

"Remember the first time we danced like this?" he asked, recalling Valentine's Day on Shelter Island.

"Mmhmm," she mumbled. "And I still get goose bumps now like I did then," she told him. She tilted her face towards his and leaned up for a kiss. He kissed her lips softly, then gently rubbed his nose against hers and looked into her eyes. This was pure bliss.

She smiled sweetly and kissed him once more before settling her head back onto his chest and closing her eyes, listening to the beat of his heart echoing the string bass of the Motown song.

Will and Karen didn't leave each other's arms for the rest of the night, whether they were dancing, talking or making love. For the first time in a long time, they were completely focused on each other – all other distractions were gone. They felt completely peaceful and comfortable in each other's embrace, and knew that that's where they would stay for a long time to come.


End file.
